Common use of No Further Negative Pledges Clause in Contracts

No Further Negative Pledges. Each of the Credit Parties will not, nor will it permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under such agreement if security is given for some other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or Instrument governing Indebtedness incurred pursuant to Section 7.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) 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, (d) customary restrictions on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions relating to a disposition of property or assets permitted hereunder pending the consummation of such disposition, and (g) restrictions contained in the Term Loan Agreement.

No Further Negative Pledges. Each of the No Credit Parties will notParty shall, nor will shall it permit any Subsidiary of its Subsidiaries to, enter into, assume or become subject to into any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under such agreement if security is given for some Contractual Obligation (other obligation, except (a) pursuant to than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (bii) pursuant to any document or Instrument governing Indebtedness incurred pursuant to Section 7.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) in connection with any Permitted Lien or any document or Instrument instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) customary restrictions on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (fiii) customary restrictions and conditions contained in any agreement relating to a the disposition of any property or assets permitted hereunder under Section 8.9 pending the consummation of such disposition, and (giv) restrictions customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the Term Loan Agreementordinary course of business.

No Further Negative Pledges. Each of the The Credit Parties will not, nor will it they permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under for such agreement obligation if security is given for some other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to any document or Instrument instrument governing Indebtedness incurred pursuant to Section 7.1(c6.1(c) or 6.1(j), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) in connection with any Permitted Lien or any document or Instrument instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) customary restrictions on the anti-assignment of or granting of a lien on a particular lease, sublease, license or contract set forth provisions contained in such lease, sublease, license or contract leases and licensing agreements entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreementimposed by law, (f) customary restrictions contained in agreements relating to the sale of a Subsidiary of the Company pending such sale, so long as such restrictions and conditions relating apply only to a disposition of property or assets such Subsidiary and such sale is permitted hereunder pending the consummation of such disposition, and (g) restrictions contained in imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement if such restrictions apply only to the Term Loan Agreementproperty or assets securing such Indebtedness.

No Further Negative Pledges. Each Except with respect to prohibitions against other encumbrances on specific property encumbered to secure payment of the Credit Parties will notparticular Indebtedness (which Indebtedness relates solely to such specific property, nor will it permit any Subsidiary toand improvements and accretions thereto and proceeds thereof, and is otherwise permitted hereby), enter into, assume or become subject to into any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its the properties or assetsassets of the Borrower or any Loan Party to secure the Obligations, whether now owned or hereafter acquired; provided that the foregoing shall not apply to (w) any prohibitions or requirements set forth either (i) in any Loan Document or (ii) in any document with respect to any other Indebtedness so long as such prohibition permits a Lien securing the Obligations either without securing such other Indebtedness or by requiring such other Indebtedness also to be secured by a Lien on such assets, either pari passu with or requiring on a subordinated basis to the grant Obligations, (x) restrictions or conditions imposed by law, (y) customary restrictions and conditions contained in agreements relating to the sale of any security to secure obligations under asset or property pending such agreement if security is given for some other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or Instrument governing Indebtedness incurred pursuant to Section 7.1(c)sale, provided that any such restriction contained therein relates restrictions and conditions apply only to the asset or assets constructed property that is sold and such sale is permitted hereunder or acquired in connection therewith, (c) 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, (dz) customary restrictions on provisions in leases, licenses and other agreements restricting the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions relating to a disposition of property or assets permitted hereunder pending the consummation of such disposition, and (g) restrictions contained in the Term Loan Agreementthereof.

No Further Negative Pledges. Each of the Credit Parties will not, nor will it permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under such agreement if security is given for some other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or Instrument governing Indebtedness incurred pursuant to Section 7.1(c), (h) or (j), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) 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, (d) customary restrictions on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions relating to a disposition of property or assets permitted hereunder pending the consummation of such disposition, and (g) restrictions contained in the Term Loan Revolving Credit Agreement.

No Further Negative Pledges. Each of the The Credit Parties will not, nor will it they permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien securing the Credit Party Obligations upon its any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under for such agreement obligation if security is given for some other obligationto secure the Credit Party Obligations, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to any document or Instrument instrument governing Indebtedness incurred pursuant to Section 7.1(c6.1(c) or 6.1(j), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith or the Foreign Subsidiary party thereto, (c) in connection with any Permitted Lien or any document or Instrument instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) customary restrictions on the anti-assignment of or granting of a lien on a particular lease, sublease, license or contract set forth provisions contained in such lease, sublease, license or contract leases and licensing agreements entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreementimposed by law, (f) customary restrictions contained in agreements relating to the sale of a Subsidiary of the Company pending such sale, so long as such restrictions and conditions relating apply only to a disposition of property or assets such Subsidiary and such sale is permitted hereunder pending the consummation of such disposition, and (g) restrictions contained in imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement if such restrictions apply only to the Term Loan Agreementproperty or assets securing such Indebtedness.

No Further Negative Pledges. Each of the The Credit Parties will not, nor will it they permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under for such agreement obligation if security is given for some other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or Instrument instrument governing Indebtedness incurred pursuant to Section 7.1(c6.1(c), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) in connection with any Permitted Lien or any document or Instrument instrument governing any Permitted Lien, (d) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business, (e) obligations that are binding on a person at the time such Person first becomes a Subsidiary of a Borrower or any of the other Credit Parties, and (f) customary restrictions contained in an agreement relating to a Disposition that limit the transfer of encumbrances of the property or assets relating to such Disposition pending consummation thereof; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) customary restrictions on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions relating to a disposition of property or assets permitted hereunder pending the consummation of such disposition, and (g) restrictions contained in the Term Loan Agreement.

No Further Negative Pledges. Each of the The Credit Parties will not, nor will it they permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under for such agreement obligation if security is given for some other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to the Second Lien Credit Documents, (c) pursuant to any document or Instrument instrument governing Indebtedness incurred pursuant to Section 7.1(c), 6.1(c) (provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith), (cf) in connection with and (g), (d) any Permitted Lien or any document or Instrument instrument governing any Permitted Lien, Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) customary restrictions on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business), (e) restrictions on the pledge customary non-assignment provisions of interests in or assets of joint ventures contained in the applicable joint venture agreementleases, subleases, licenses and sublicenses, (f) customary restrictions in joint venture and conditions relating to a disposition of property or assets permitted hereunder pending the consummation of such dispositionpartnership agreements, and (g) restrictions contained on property to be transferred or optioned that are or were created by virtue of the transfer thereof, including restrictions with respect to the disposition or transfer of assets or property in asset sale agreements, stock sale agreements and other similar agreements, and (h) restrictions and conditions applicable to any Subsidiary acquired after the Term Loan Agreementdate hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such acquisition, and applying solely to such acquired Subsidiary.

No Further Negative Pledges. Each of the Credit Parties The Company will not, nor will it permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under for such agreement obligation if security is given for some other obligation, except (a) pursuant to this Agreement and the other Credit Loan Documents, (b) pursuant to any document or Instrument instrument governing Indebtedness incurred pursuant to Section 7.1(csubsection 7.1(iv), (vii) and (xi); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) in connection with any Permitted Lien or any document or Instrument instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) any instrument governing Indebtedness acquired in an acquisition permitted under subsection 7.7(ii) so long as such Indebtedness was not incurred in contemplation of such acquisition, (e) customary restrictions on the assignment of nonassignment provisions in leases or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract other agreements entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreementbusiness and consistent with past practices, (f) customary restrictions and conditions relating pursuant to a disposition of an agreement that has been entered into for the sale, transfer, lease or other dispo- sition permitted under this Agreement so long as such restrictions apply only to the property or assets permitted hereunder pending the consummation of subject to such disposition, agreement and (g) restrictions contained in the Term Loan Subordinated Debt Documents and the Second Lien Credit Agreement.

No Further Negative Pledges. Each of the The Credit Parties will not, nor will it they permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under for such agreement obligation if security is given for some other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or Instrument instrument governing Indebtedness incurred pursuant to Section 7.1(c6.1(c), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) in connection with any Permitted Lien or any document or Instrument instrument governing any Permitted Lien, (d) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business, (e) obligations that are binding on a person at the time such Person first becomes a Subsidiary of thea Borrower or any of the other Credit Parties, and (f) customary restrictions contained in an agreement relating to a Disposition that limit the transfer of encumbrances of the property or assets relating to such Disposition pending consummation thereof; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) customary restrictions on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions relating to a disposition of property or assets permitted hereunder pending the consummation of such disposition, and (g) restrictions contained in the Term Loan Agreement.

No Further Negative Pledges. Each of the The Credit Parties will not, nor will it they permit any Restricted Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under for such agreement obligation if security is given for some other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to the Secured Bridge Loan Documents, (c) pursuant to any document or Instrument instrument governing purchase money Indebtedness incurred or Capital Leases permitted pursuant to Section 7.1(c), 6.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (cd) in connection with any Permitted Lien or any document or Instrument instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (de) specific property to be sold pursuant to an executed agreement with respect to a permitted Asset Disposition, and (f) restrictions by reason of customary restrictions on the assignment of provisions restricting assignments, subletting or granting of a lien on a particular leaseother transfers contained in leases, sublease, license or contract set forth in such lease, sublease, license or contract licenses and similar agreements entered into in the ordinary course of business, business (e) provided that such restrictions on are limited to the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions relating to a disposition of property or assets permitted hereunder pending secured by such Liens or the consummation of property or assets subject to such dispositionleases, and (g) restrictions contained in licenses or similar agreements, as the Term Loan Agreementcase may be).

No Further Negative Pledges. Each of the Credit Parties will not, nor will it permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under for such agreement obligation if security is given for some other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or Instrument instrument governing Indebtedness incurred pursuant to Section 7.1(c6.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed constructed, improved or acquired in connection therewith, (c) in connection with any Permitted Lien or any document or Instrument instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) customary restrictions on non-assignment provisions in leases or licenses governing leasehold interests or licenses, as applicable, to the assignment extent such provisions restrict the transfer of the lease or granting of a lien on a particular leaselicense, subleaseas applicable, license or contract set forth in such lease, sublease, license or contract and (e) pursuant to any sale agreement entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions relating to a disposition of property or assets connection with any Asset Disposition permitted hereunder pending the consummation of such disposition, and (g) restrictions contained in the Term Loan Agreementhereunder.

No Further Negative Pledges. Each of the The Credit Parties will not, nor will it they permit any Restricted Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under for such agreement obligation if security is given for some other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to any document or Instrument instrument governing purchase money Indebtedness incurred or Capital Leases permitted pursuant to Section 7.1(c), 6.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) in connection with any Permitted Lien or any document or Instrument instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) specific property to be sold pursuant to an executed agreement with respect to a permitted Asset Disposition, and (e) restrictions by reason of customary restrictions on the assignment of provisions restricting assignments, subletting or granting of a lien on a particular leaseother transfers contained in leases, sublease, license or contract set forth in such lease, sublease, license or contract licenses and similar agreements entered into in the ordinary course of business, business (e) provided that such restrictions on are limited to the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions relating to a disposition of property or assets permitted hereunder pending secured by such Liens or the consummation of property or assets subject to such dispositionleases, and (g) restrictions contained in licenses or similar agreements, as the Term Loan Agreementcase may be).

No Further Negative Pledges. Each Neither Company nor any of the Credit Parties will not, nor will it permit any Subsidiary to, its Subsidiaries shall enter into, assume or become subject to into any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, or requiring other than (i) an agreement prohibiting only the grant creation of any security to secure obligations under such agreement if security is given for some other obligation, except (a) pursuant to this Agreement and the other Credit DocumentsLiens securing Subordinated Indebtedness, (bii) pursuant to any document or Instrument governing agreement evidencing Indebtedness incurred pursuant to Section 7.1(csecured by Liens permitted by subsection 7.2A(ii), provided that any such restriction contained therein relates only as to the asset or assets constructed or acquired in connection therewithsecuring such Indebtedness, (ciii) in connection with any Permitted Lien or any document or Instrument governing any Permitted Lienagreement evidencing an asset sale, provided that any such restriction contained therein relates only as to the asset or assets subject to such Permitted Lienbeing sold, (div) restrictions imposed by the terms of the French Facility upon the assets of Hexcel Composites S.A. and Hexcel Reinforcements S.A.S. (and any of their wholly-owned Subsidiaries); (v) customary anti-assignment provisions and restrictions on the assignment of or granting of a lien on a particular leasecontained in leases, subleaselicensing agreements, license or contract set forth in such lease, sublease, license or contract joint venture agreements and other agreements entered into by Company or such Subsidiary in the ordinary course of its business, (evi) restrictions on imposed by applicable law or as a result of the pledge fiduciary duty of interests in or assets of joint ventures contained in the applicable joint venture agreement, directors to such Subsidiaries and (fvii) customary restrictions and conditions contained in agreements relating to the sale of a disposition of property or assets Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder pending the consummation of such disposition, and (g) restrictions contained in the Term Loan Agreementhereunder.

No Further Negative Pledges. Each of the Credit Parties will not, nor will it permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under such agreement if security is given for some other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or Instrument governing Indebtedness incurred pursuant to Section 7.1(c) or (h), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) 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, (d) customary restrictions on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions relating to a disposition of property or assets permitted hereunder pending the consummation of such disposition, and (g) restrictions contained in the Term Loan Revolving Credit Agreement.

No Further Negative Pledges. Each of the Credit Parties The Borrower will not, nor will it permit any direct or indirect Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under for such agreement obligation if security is given for some other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or Instrument instrument governing Indebtedness incurred pursuant to Section 7.1(c6.1(b), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) in connection with any Permitted Lien or any document or Instrument instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) such prohibitions and/or restrictions existing as of the Closing Date and made known in writing to the Agent on or prior to the Closing Date and (e) any customary restrictions on the non-assignment of provisions contained in leases, subleases or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract other contracts entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions relating to a disposition of property or assets permitted hereunder pending the consummation of such disposition, and (g) restrictions contained in the Term Loan Agreement.

No Further Negative Pledges. Each of the Credit Parties The Borrower will not, nor will it permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under for such agreement obligation if security is given for some other obligation, obligation except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to applicable law, (c) pursuant to any document or Instrument instrument governing Indebtedness incurred pursuant to Section 7.1(c6.1(c), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (cd) restrictions on the transfer or pledge of Capital Stock in joint ventures which are otherwise permitted under the terms of this Agreement, (e) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business, (f) in connection with any sale or other disposition of property permitted hereunder, any restriction with respect to such property imposed under the agreement or agreements governing such sale or disposition, and (g) in connection with any Permitted Lien or any document or Instrument instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) customary restrictions on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions relating to a disposition of property or assets permitted hereunder pending the consummation of such disposition, and (g) restrictions contained in the Term Loan Agreement.

No Further Negative Pledges. Each of the The Credit Parties will not, nor will it they permit any Restricted Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under for such agreement obligation if security is given for some other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to any document or Instrument instrument governing purchase money Indebtedness incurred or Capital Leases permitted pursuant to Section 7.1(c), 6.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) with respect to the Opco Credit Parties and their Restricted Subsidiaries, in connection with any Permitted Lien permitted under the Opco Credit Agreement or any document or Instrument instrument governing any Permitted such Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) specific property to be sold pursuant to an executed agreement with respect to a permitted Asset Disposition, (e) restrictions by reason of customary restrictions on the assignment of provisions restricting assignments, subletting or granting of a lien on a particular leaseother transfers contained in leases, sublease, license or contract set forth in such lease, sublease, license or contract licenses and similar agreements entered into in the ordinary course of business, business (e) provided that such restrictions on are limited to the pledge of interests in property or assets of joint ventures contained in secured by such Liens or the applicable joint venture agreementproperty or assets subject to such leases, licenses or similar agreements, as the case may be) and (f) customary restrictions and conditions relating pursuant to a disposition of property or assets permitted hereunder pending the consummation of such disposition, and (g) restrictions contained in the Term Loan Opco Credit Agreement.

No Further Negative Pledges. Each of the The Credit Parties will not, nor will it they permit any Restricted Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under for such agreement obligation if security is given for some other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to any document or Instrument instrument governing purchase money Indebtedness incurred or Capital Leases permitted pursuant to Section 7.1(c), 6.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (cd) in connection with any Permitted Lien or any document or Instrument instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (de) specific property to be sold pursuant to an executed agreement with respect to a permitted Asset Disposition, and (f) restrictions by reason of customary restrictions on the assignment of provisions restricting assignments, subletting or granting of a lien on a particular leaseother transfers contained in leases, sublease, license or contract set forth in such lease, sublease, license or contract licenses and similar agreements entered into in the ordinary course of business, business (e) provided that such restrictions on are limited to the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions relating to a disposition of property or assets permitted hereunder pending secured by such Liens or the consummation of property or assets subject to such dispositionleases, and (g) restrictions contained in licenses or similar agreements, as the Term Loan Agreementcase may be).

No Further Negative Pledges. Each of the Credit Parties will not, nor will it permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under such agreement if security is given for some other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or Instrument governing Indebtedness incurred pursuant to Section 7.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) 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, (d) customary restrictions on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, and (f) customary restrictions and conditions relating to a disposition of property or assets permitted hereunder pending the consummation of such disposition, and (g) restrictions contained in the Term Loan Agreement.

No Further Negative Pledges. Each of the The Credit Parties will not, nor will it they permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under for such agreement obligation if security is given for some other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or Instrument instrument governing Indebtedness incurred pursuant to Section 7.1(c6.1(c), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) in connection with any Permitted Lien or any document or Instrument instrument governing any Permitted Lien, (d) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business, (e) obligations that are binding on a person at the time such Person first becomes a Subsidiary of the Borrower or any of the other Credit Parties, and (f) customary restrictions contained in an agreement relating to a Disposition that limit the transfer of encumbrances of the property or assets relating to such Disposition pending consummation thereof; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) customary restrictions on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions relating to a disposition of property or assets permitted hereunder pending the consummation of such disposition, and (g) restrictions contained in the Term Loan Agreement.

No Further Negative Pledges. Each of the Credit Parties will not, nor will it permit Permit any Subsidiary to, Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption existence of any Lien upon any of its properties or assetsProperty 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 to secure obligations under for any obligation if such agreement if security Property is given as security for some other obligationthe Obligations, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to in connection with any document or Instrument instrument governing Indebtedness incurred pursuant to Section 7.1(c7.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired (or proceeds thereof) in connection therewith, (cb) in connection with any Permitted Lien or any document or Instrument instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted LienLien (or proceeds thereof), (dc) customary restrictions on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) pursuant to customary restrictions and conditions contained in any agreement relating to a disposition the sale of property or assets any Property permitted hereunder under Section 7.05, pending the consummation of such dispositionsale, and (gd) restrictions contained in connection with any document or instrument governing other "Significant Indebtedness" the Term Loan Agreement.issuance of which would not cause a Default or Event of Default hereunder (for the purposes hereof, "

No Further Negative Pledges. Each of the The Credit Parties will not, nor will it they permit any Restricted Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under for such agreement obligation if security is given for some other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to the First Lien Credit Documents, (c) pursuant to any document or Instrument instrument governing purchase money Indebtedness incurred or Capital Leases permitted pursuant to Section 7.1(c), 6.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (cd) in connection with any Permitted Lien or any document or Instrument instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (de) specific property to be sold pursuant to an executed agreement with respect to a permitted Asset Disposition, and (f) restrictions by reason of customary restrictions on the assignment of provisions restricting assignments, subletting or granting of a lien on a particular leaseother transfers contained in leases, sublease, license or contract set forth in such lease, sublease, license or contract licenses and similar agreements entered into in the ordinary course of business, business (e) provided that such restrictions on are limited to the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions relating to a disposition of property or assets permitted hereunder pending secured by such Liens or the consummation of property or assets subject to such dispositionleases, and (g) restrictions contained in licenses or similar agreements, as the Term Loan Agreementcase may be).

No Further Negative Pledges. Each of the The Credit Parties will not, nor will it they permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under for such agreement obligation if security is given for some other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to the First Lien Credit Documents, (c) pursuant to any document or Instrument instrument governing Indebtedness incurred pursuant to Section 7.1(c), 6.1(c) (provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith), (cf) in connection with and (g), (d) any Permitted Lien or any document or Instrument instrument governing any Permitted Lien, Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) customary restrictions on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business), (e) restrictions on the pledge customary non-assignment provisions of interests in or assets of joint ventures contained in the applicable joint venture agreementleases, subleases, licenses and sublicenses, (f) customary restrictions in joint venture and conditions relating to a disposition of property or assets permitted hereunder pending the consummation of such dispositionpartnership agreements, and (g) restrictions contained on property to be transferred or optioned that are or were created by virtue of the transfer thereof, including restrictions with respect to the disposition or transfer of assets or property in asset sale agreements, stock sale agreements and other similar agreements, and (h) restrictions and conditions applicable to any Subsidiary acquired after the Term Loan Agreementdate hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such acquisition, and applying solely to such acquired Subsidiary.