Common use of Negative Pledges, Etc Clause in Contracts

Negative Pledges, Etc. The Borrower shall not and shall not permit any of its Subsidiaries to, enter into (or suffer to exist) any agreement prohibiting (i) the creation or assumption of any Lien upon the Borrower or such Subsidiary’s properties, revenues or assets, whether now owned or hereafter acquired; (ii) the ability of the Borrower or any such Subsidiary to amend or otherwise modify this Agreement or any other Loan Document; or (iii) the ability of any of the Borrower’s Subsidiaries to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower other than (A) this Agreement and each Loan Document; (B) agreements existing as of the Closing Date and identified in Schedule 6.2(e); (C) agreements governing Debt permitted by clause (ii) of Section 6.2(i) as in effect on the Closing Date, which agreements shall be in form and substance reasonably acceptable to the Administrative Agent; (D) agreements governing Debt permitted by clause (v) of Section 6.2(i), with any such restrictions being applicable solely to the assets financed with the proceeds of such Debt; (E) the Bonding Agreement, the Xxxxx Fargo Documents, the Intercreditor Agreement and the Note Indenture; (F) such restrictions or circumstances existing under or by reason of Applicable Laws; and (G) such restrictions or encumbrances existing under or by reason of customary non-assignment provisions in operating leases, bareboat charter agreements, and licenses of real or personal property (including intellectual property) entered into by any Loan Party or lessee or licensee in the ordinary course of business (provided that such restrictions and encumbrances pertain only to the property that is the subject matter of the applicable lease or licenses).

Negative Pledges, Etc. The Borrower shall not not, and shall not permit any of its Subsidiaries to, enter into (or suffer to exist) any agreement prohibiting (excluding this Agreement and any other Loan Document) prohibiting (i) the creation or assumption of any Lien upon the Borrower or such Subsidiary’s its properties, revenues or assets, whether now owned or hereafter acquired; (ii) the ability of the Borrower or any such Subsidiary to amend or otherwise modify this Agreement or any other Loan Document; or (iii) the ability of any of the Borrower’s 's Subsidiaries to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower; provided, however, that, the Borrower other than (A) this Agreement and each Loan Document; (B) agreements existing as of the Closing Date and identified in Schedule 6.2(e); (C) agreements governing Debt permitted by clause (ii) of Section 6.2(i) as in effect on the Closing Date, which agreements its Subsidiaries shall be in form and substance reasonably acceptable permitted to enter into any agreement which prohibits the Administrative Agent; (D) agreements governing Debt permitted by clause (v) of Section 6.2(i)Borrower or such Subsidiary from granting a Lien on equipment or real property which serves as collateral for a secured loan, with any such restrictions being applicable solely to the assets financed with the proceeds of such Debt; (E) the Bonding Agreement, the Xxxxx Fargo Documents, the Intercreditor Agreement and the Note Indenture; (F) such restrictions or circumstances existing under or by reason of Applicable Laws; and (G) such restrictions or encumbrances existing under or by reason of customary non-assignment provisions in operating leases, bareboat charter agreements, and licenses of real or personal property (including intellectual property) entered into by any Loan Party or lessee or licensee in the ordinary course of business (provided that such restrictions and encumbrances pertain only to the property that which is the subject matter of a lease, if such loan or lease and Liens are otherwise permitted by this Agreement; and provided, further, however, that any Foreign Subsidiary shall be permitted to enter into any agreement which prohibits such Foreign Subsidiary from granting Liens on its or its Foreign Subsidiaries' property, other than property consisting of capital stock or other equity interests in any Foreign Subsidiary, if the applicable lease indebtedness incurred by such Foreign Subsidiary in connection with such agreement is not subject to a Guaranty issued by the Borrower or licenses)any Domestic Subsidiary.

Negative Pledges, Etc. The Borrower (a) Such Persons shall not not, and shall not permit any of its their Subsidiaries to, enter into (agree or suffer covenant with any Person to exist) restrict in any agreement prohibiting (i) the creation or assumption of way its ability to grant any Lien upon the Borrower or such Subsidiary’s properties, revenues or assets, on its assets (whether now owned or hereafter acquired) in favor of the Collateral Agent, the Holders or any other Person; provided that this Section 9.15(a) shall not apply to (i) any covenants contained in this Agreement, the Other Agreements or the Security Documents, (ii) the ability of covenants contained in the Borrower or any such Subsidiary to amend or otherwise modify this Agreement or any other Loan Document; or Credit Agreement, (iii) the ability of any of the Borrower’s Subsidiaries to make any payments, directly or indirectly, covenants and agreements made in connection with Liens permitted by Section 9.01(iii) (but only to the Borrower extent such covenants and agreements exist on the date hereof), (vi), (vii) (other than covenants and agreements first arising pursuant to any extension, renewal or replacement after the date of acquisition by way of dividendsthe Company or its Subsidiaries), advances(xiv), repayments of loans or advances(xv), reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, (xvi) (but only to the Borrower other than (A) this Agreement and each Loan Document; (B) extent that such covenants or agreements existing as of the Closing Date and identified do not first arise in Schedule 6.2(e); (C) agreements governing Debt permitted by clause (ii) of Section 6.2(i) as in effect on the Closing Date, which agreements shall be in form and substance reasonably acceptable to the Administrative Agent; (D) agreements governing Debt permitted by clause (v) of Section 6.2(i), connection with any such restrictions being applicable refinancing, extension, renewal or refunding), provided in each case such covenant or agreement applies solely to the specific property to which such Lien relates, and (iv) covenants contained in the IDS Note Documents. (b) Such Persons shall not, and shall not permit any of their Subsidiaries to, grant any Lien on any of their assets financed with or properties to any Senior Creditor other than to the proceeds Collateral Agent (or any applicable collateral trustee or agent appointed by the Collateral Agent) for the benefit of such Debt; (E) the Bonding Agreement, the Xxxxx Fargo Documents, the Intercreditor Agreement Holders and the Note Indenture; (F) such restrictions or circumstances existing under or by reason of Applicable Laws; other Senior Creditors and (G) such restrictions or encumbrances existing under or by reason of customary non-assignment provisions in operating leases, bareboat charter agreements, accordance with and licenses of real or personal property (including intellectual property) entered into by any Loan Party or lessee or licensee in the ordinary course of business (provided that such restrictions and encumbrances pertain only subject to the property that is the subject matter of the applicable lease or licenses)Senior Creditor Intercreditor Agreement.

Negative Pledges, Etc. The Borrower (a) Such Persons shall not not, and shall not permit any of its their Subsidiaries to, enter into (agree or suffer covenant with any Person to exist) restrict in any agreement prohibiting (i) the creation or assumption of way its ability to grant any Lien upon the Borrower or such Subsidiary’s properties, revenues or assets, on its assets (whether now owned or hereafter acquired) in favor of the Collateral Agent, the Lenders or any other Person; provided that this Section 9.15(a) shall not apply to (i) any covenants contained in this Agreement or the Security Documents, (ii) the ability covenants contained in the Senior Note Purchase Agreement, (iii) covenants and agreements made in connection with Liens permitted by Section 9.01(iii) (but only to the extent such covenants and agreements exist on the date hereof), (vi), (vii) (other than covenants and agreements first arising pursuant to any extension, renewal or replacement after the date of acquisition by the Borrower or any such Subsidiary to amend or otherwise modify this Agreement or any other Loan Document; or its Subsidiaries), (iiixiv), (xv), and (xvi) the ability of any of the Borrower’s Subsidiaries to make any payments, directly or indirectly, (but only to the Borrower by way of dividends, advances, repayments of loans extent that such covenants or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower other than (A) this Agreement and each Loan Document; (B) agreements existing as of the Closing Date and identified do not first arise in Schedule 6.2(e); (C) agreements governing Debt permitted by clause (ii) of Section 6.2(i) as in effect on the Closing Date, which agreements shall be in form and substance reasonably acceptable to the Administrative Agent; (D) agreements governing Debt permitted by clause (v) of Section 6.2(i), connection with any such restrictions being applicable refinancing, extension, renewal or refunding), provided in each case such covenant or agreement applies solely to the specific property to which such Lien relates, and (iv) covenants contained in the IDS Note Documents. (b) Such Persons shall not, and shall not permit any of their Subsidiaries to, grant any Lien on any of their assets financed with or properties to any Senior Creditor other than to the proceeds Collateral Agent (or any applicable collateral trustee or agent appointed by the Collateral Agent) for the benefit of such Debt; (E) the Bonding Agreement, the Xxxxx Fargo Documents, the Intercreditor Agreement Lenders and the Note Indenture; (F) such restrictions or circumstances existing under or by reason of Applicable Laws; other Senior Creditors and (G) such restrictions or encumbrances existing under or by reason of customary non-assignment provisions in operating leases, bareboat charter agreements, accordance with and licenses of real or personal property (including intellectual property) entered into by any Loan Party or lessee or licensee in the ordinary course of business (provided that such restrictions and encumbrances pertain only subject to the property that is the subject matter of the applicable lease or licenses)Senior Creditor Intercreditor Agreement.

Negative Pledges, Etc. The Borrower shall not will not, and shall will not permit any of its Restricted Subsidiaries to, enter into (or suffer to exist) any agreement prohibiting (i) prohibiting the creation or assumption of any Lien upon the Borrower or such Subsidiary’s any of its properties, revenues or assets, whether now owned or hereafter acquired; , (ii) restricting the ability of such Restricted Subsidiary to pay dividends or make other distributions in respect of such Subsidiary’s share of net profits to the Borrower, (iii) restricting the ability of any Restricted Subsidiary to make payments of principal or interest on any loan from the Borrower or any other Subsidiary or (iv) restricting the ability of the Borrower or any such Subsidiary to amend or otherwise modify this Agreement or any other Loan Document; or (iii) the ability of any of the Borrower’s Subsidiaries to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower other than except for: (A) this Agreement Agreement, any other Loan Document and, with respect to Liens, the Subordinated Indebtedness and each Loan Document; any agreement governing Capitalized Lease Liabilities or other Indebtedness incurred to lease or finance acquisitions of assets as to the assets so leased or financed, (B) agreements existing as any agreement of any Person acquired by the Closing Date Borrower or any Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which prohibition or restriction is not applicable to any other Person, other than the Person and identified in Schedule 6.2(e); the Subsidiaries of that Person, so acquired, (C) with respect to Liens, merger agreements, stock purchase agreements, asset sale agreements governing Debt permitted by clause (ii) and similar agreements limiting the encumbrance of Section 6.2(i) as in effect on properties, revenues and assets pending consummation of the Closing Datesubject transaction, which agreements shall be in form and substance reasonably acceptable to the Administrative Agent; (D) agreements governing Debt permitted by clause (v) with respect to Liens on assets of Section 6.2(i)a partnership or joint venture that is such a Subsidiary, with any such restrictions being applicable solely to the assets financed partnership or joint venture agreement provisions consistent with the proceeds past practices of such Debt; the Borrower and its Subsidiaries and Affiliates, (E) agreements that extend, renew or refinance or replace agreements described in clauses (A) and (B) above, provided, that the Bonding Agreement, restrictions contained therein are not materially less favorable to the Xxxxx Fargo Documents, the Intercreditor Agreement and the Note Indenture; (F) such restrictions or circumstances existing Lenders than those under or by reason of Applicable Laws; and (G) such restrictions or encumbrances existing under or by reason of customary non-assignment provisions in operating leases, bareboat charter agreements, and licenses of real or personal property (including intellectual property) entered into by any Loan Party or lessee or licensee in the ordinary course of business (provided that such restrictions and encumbrances pertain only pursuant to the property that is the subject matter of the applicable lease agreements being so extended, renewed or licenses)refinanced or replaced.

Negative Pledges, Etc. The Borrower shall not will not, and shall will not permit any of its Restricted Subsidiaries to, enter into (or suffer to exist) any agreement prohibiting (i) prohibiting the creation or assumption of any Lien upon the Borrower or such Subsidiary’s any of its properties, revenues or assets, whether now owned or hereafter acquired; , (ii) restricting the ability of such Restricted Subsidiary to pay dividends or make other distributions in respect of such Subsidiary's share of net profits to the Borrower, (iii) restricting the ability of any Restricted Subsidiary to make payments of principal or interest on any loan from the Borrower or any other Subsidiary or (iv) restricting the ability of the Borrower or any such Subsidiary to amend or otherwise modify this Agreement or any other Loan Document; or (iii) the ability of any of the Borrower’s Subsidiaries to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower other than except for: (A) this Agreement and each Agreement, any other Loan Document; , any agreement of NORIC or its Subsidiaries outstanding after consummation of the NCOC Acquisition and, with respect to Liens, any agreement governing Capitalized Lease Liabilities or other Indebtedness incurred to lease or finance acquisitions of assets as to the assets so leased or financed, (B) agreements existing as any agreement of any Person acquired by the Closing Date Borrower or any Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which prohibition or restriction is not applicable to any other Person, other than the Person and identified in Schedule 6.2(e); the Subsidiaries of that Person, so acquired, (C) with respect to Liens, merger agreements, stock purchase agreements, asset sale agreements governing Debt permitted by clause (ii) and similar agreements limiting the encumbrance of Section 6.2(i) as in effect on properties, revenues and assets pending consummation of the Closing Datesubject transaction, which agreements shall be in form and substance reasonably acceptable to the Administrative Agent; (D) agreements governing Debt permitted by clause (v) with respect to Liens on assets of Section 6.2(i)a partnership or joint venture that is such a Subsidiary, with any such restrictions being applicable solely to the assets financed partnership or joint venture agreement provisions consistent with the proceeds past practices of such Debt; the Borrower and its Subsidiaries and Affiliates, (E) agreements that extend, renew or refinance or replace agreements described in clauses (A) and (B) above, provided, that the Bonding Agreement, restrictions contained therein are not materially less favorable to the Xxxxx Fargo Documents, the Intercreditor Agreement and the Note Indenture; (F) such restrictions or circumstances existing Lenders than those under or by reason of Applicable Laws; and (G) such restrictions or encumbrances existing under or by reason of customary non-assignment provisions in operating leases, bareboat charter agreements, and licenses of real or personal property (including intellectual property) entered into by any Loan Party or lessee or licensee in the ordinary course of business (provided that such restrictions and encumbrances pertain only pursuant to the property that is the subject matter of the applicable lease agreements being so extended, renewed or licenses)refinanced or replaced.

Negative Pledges, Etc. The Neither Holdings nor the Borrower shall, nor shall not and shall not they permit any of its the Borrower’s Subsidiaries to, enter into (or suffer to exist) any agreement prohibiting (i) the creation or assumption of any Lien upon Holdings, the Borrower or such Subsidiary’s properties, revenues or assets, whether now owned or hereafter acquired; (ii) the ability of the Borrower or any such Subsidiary to amend or otherwise modify this Agreement or any other Loan Document; or (iii) the ability of any of the Borrower’s Subsidiaries to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrower other than (A) this Agreement and each Loan Document; (B) agreements existing as of the Closing Date and identified in Schedule 6.2(e); (C) agreements governing Debt permitted by clause (ii) of Section 6.2(i) as in effect on the Closing Date, which agreements shall be in form and substance reasonably acceptable to the Administrative Agent; (D) agreements governing Debt permitted by clause (v) of Section 6.2(i), with any such restrictions being applicable solely to the assets financed with the proceeds of such Debt; (E) the Bonding Agreement, the Xxxxx Fargo DocumentsIntercreditor Agreement, the Intercreditor Agreement agreements relating to the Equipment Financing Debt and the Note Indenture; (F) such restrictions or circumstances existing under or by reason of Applicable Laws; and (G) such restrictions or encumbrances existing under or by reason of customary non-assignment provisions in operating leases, bareboat charter agreements, leases and licenses of real or personal property (including intellectual property) entered into by any Loan Party or lessee Lessee or licensee Licensee in the ordinary course of business (provided that such restrictions and encumbrances pertain only to the property that is the subject matter of the applicable lease or licensesleases).