Common use of No Negative Pledge Clause in Contracts

No Negative Pledge. Except (i) as set forth on Schedule 7.19, (ii) in connection with Non-Recourse Indebtedness of a Project Finance Subsidiary, and (iii) in connection with Indebtedness of the type described in Section 7.15(c)(D) that is issued or incurred by Black Hills Utility Holdings, Inc. or any of its direct or indirect Subsidiaries to finance the design, permitting, construction, ownership, operation or maintenance of power plants in the State of Colorado, the Borrower will not, and will not permit any of its Subsidiaries (other than Project Finance Subsidiaries), directly or indirectly to enter into or assume any agreement (other than customary non-assignment and no sub-letting provisions in leases consistent with Borrower’s past practices and the Credit Documents and, solely with respect to the asset so financed, Capitalized Leases, to the extent such Indebtedness is permitted herein) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired.

No Negative Pledge. Except (i) as set forth on Schedule 7.19, (ii) in connection with Non-Recourse Indebtedness of a Project Finance Subsidiary, and (iii) in connection with Indebtedness of the type described in Section 7.15(c)(D) hereof that is issued or incurred by Black Hills Utility Holdings, Inc. or any of its direct or indirect Subsidiaries to finance the design, permitting, construction, ownership, operation or maintenance of power plants in the State of Coloradoutility properties, the Borrower will not, and will not permit any of its Subsidiaries (other than Project Finance Subsidiaries), directly or indirectly to enter into or assume any agreement (other than customary non-assignment and no sub-letting provisions in leases consistent with the Borrower’s past practices and the Credit Documents and, solely with respect to the asset so financed, Capitalized Capital Leases, to the extent such Indebtedness is permitted herein) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired.