Common use of No Other Negative Pledges Clause in Contracts

No Other Negative Pledges. Each of the Parent and the Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into or suffer to exist any agreement or restriction that, directly or indirectly, prohibits or conditions the creation, incurrence or assumption of any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired, or agree to do any of the foregoing, except for such agreements or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable Requirements of Law, (iii) any agreement or instrument creating a Permitted Lien (but only to the extent such agreement or restriction applies to the assets subject to such Permitted Lien), (iv) conditions and restrictions existing on the date hereof and contained in documents referenced in Schedule 8.11 (and contained in any extension or renewal of, or any amendment or modification of the relevant documentation, except to the extent expanding the scope of any such restriction or condition), (v) customary provisions in leases and licenses of real or personal property entered into by the Borrower or any Subsidiary as lessee or licensee in the ordinary course of business, restricting the granting of Liens therein or in property that is the subject thereof, and (vi) customary restrictions and conditions contained in any agreement relating to the sale of assets (including Capital Stock of a Subsidiary) pending such sale, provided that such restrictions and conditions apply only to the assets being sold and such sale is permitted under this Agreement.

No Other Negative Pledges. Each of the Parent and the Borrower Borrowers will not, and will not permit or cause any of its Subsidiaries to, enter into or suffer to exist any agreement or restriction that, directly or indirectly, prohibits or conditions the creation, incurrence or assumption of any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired, or agree to do any of the foregoing, except (in the case of clause (b) above only) for such agreements or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable Requirements of Law, (iii) any agreement or instrument creating a Permitted Lien Lien, including the credit arrangements permitted under Section 8.2(xi) (but only to the extent such agreement or restriction applies to the assets subject to such Permitted Lien), (iv) conditions and restrictions existing on the date hereof and contained in documents referenced in Schedule 8.11 (and contained in any extension or renewal of, or any amendment or modification of the relevant documentation, except to the extent expanding the scope of any such restriction or condition), (v) customary provisions in leases and licenses of real or personal property entered into by the Borrower Company or any Subsidiary as lessee or licensee in the ordinary course of business, restricting the granting of Liens therein or in property that is the subject thereof, and (viv) customary restrictions and conditions contained in any agreement relating to the sale of assets (including Capital Stock of a Subsidiary) pending such sale, provided that such restrictions and conditions apply only to the assets being sold and such sale is permitted under this Agreement, and (vi) customary provisions in joint venture agreements entered into by the Company or any Subsidiary in the ordinary course of business.

No Other Negative Pledges. Each of the Parent and the The Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into or suffer to exist any agreement or restriction that, directly or indirectly, prohibits or conditions the creation, incurrence or assumption of any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired, or agree to do any of the foregoing, except for such agreements or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable Requirements of Law, (iii) any agreement or instrument creating a Permitted Lien (but only to the extent such agreement or restriction applies to the assets subject to such Permitted Lien), (iv) conditions and restrictions existing on the date hereof and contained in documents referenced in Schedule 8.11 (and contained in any extension or renewal of, or any amendment or modification of the relevant documentation, except to the extent expanding the scope of any such restriction or condition), (v) customary provisions in leases and licenses of real or personal property entered into by the Borrower or any Subsidiary as lessee or licensee in the ordinary course of business, restricting the granting of Liens therein or in property that is the subject thereof, (v) the Existing 2007 Credit Facility, the Existing 2009 Credit Facility and the New 2010 Term Loan Credit Facility, and any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of the restrictions existing as of the date hereof and (vi) customary restrictions and conditions contained in any agreement relating to the sale of assets (including Capital Stock of a Subsidiary) pending such sale, provided that such restrictions and conditions apply only to the assets being sold and such sale is permitted under this Agreement.

No Other Negative Pledges. Each of the Parent and the Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into or suffer to exist any agreement or restriction that, directly or indirectly, prohibits or conditions the creation, incurrence or assumption of any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired, or agree to do any of the foregoing, except for such agreements or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable Requirements of Law, (iii) any agreement or instrument creating a Permitted Lien (but only to the extent such agreement or restriction applies to the assets subject to such Permitted Lien), (iv) conditions and restrictions existing on the date hereof and contained in documents referenced in Schedule 8.11 (and contained in any extension or renewal of, or any amendment or modification of the relevant documentation, except to the extent expanding the scope of any such restriction or condition), (v) customary provisions in leases and licenses of real or personal property entered into by the such Borrower or any such Subsidiary as lessee or licensee in the ordinary course of business, restricting the granting of Liens therein or in property that is the subject thereof, and (viv) customary restrictions and conditions contained in any agreement relating to the sale of assets (including Capital Stock of a Subsidiary) pending such sale, provided that such restrictions and conditions apply only to the assets being sold and such sale is permitted under this Agreement.

No Other Negative Pledges. Each of the Parent and the Borrower Borrowers will not, and will not permit or cause any of its Subsidiaries to, enter into or suffer to exist any agreement or restriction that, directly or indirectly, prohibits or conditions the creation, incurrence or assumption of any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired, or agree to do any of the foregoing, except for such agreements or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable Requirements of Law, (iii) any agreement or instrument creating a Permitted Lien Lien, including the credit arrangements permitted under Section 8.2(xi) (but only to the extent such agreement or restriction applies to the assets subject to such Permitted Lien), (iv) conditions and restrictions existing on the date hereof and contained in documents referenced in Schedule 8.11 (and contained in any extension or renewal of, or any amendment or modification of the relevant documentation, except to the extent expanding the scope of any such restriction or condition), (v) customary provisions in leases and licenses of real or personal property entered into by the Borrower Company or any Subsidiary as lessee or licensee in the ordinary course of business, restricting the granting of Liens therein or in property that is the subject thereof, and (viv) customary restrictions and conditions contained in any agreement relating to the sale of assets (including Capital Stock of a Subsidiary) pending such sale, provided that such restrictions and conditions apply only to the assets being sold and such sale is permitted under this Agreement, and (vi) customary provisions in joint venture agreements entered into by the Company or any Subsidiary in the ordinary course of business.

No Other Negative Pledges. Each of the Parent and the The Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into or suffer to exist any agreement or restriction that, directly or indirectly, prohibits or conditions the creation, incurrence or assumption of any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired, or agree to do any of the foregoing, except for such agreements or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable Requirements of Law, (iii) any agreement or instrument creating a Permitted Lien (but only to the extent such agreement or restriction applies to the assets subject to such Permitted Lien), (iv) conditions and restrictions existing on the date hereof and contained in documents referenced in Schedule 8.11 (and contained in any extension or renewal of, or any amendment or modification of the relevant documentation, except to the extent expanding the scope of any such restriction or condition), (v) customary provisions in leases and licenses of real or personal property entered into by the Borrower or any Subsidiary as lessee or licensee in the ordinary course of business, restricting the granting of Liens therein or in property that is the subject thereof, (v) the Existing 2007 Credit Facility, the Existing 2009 Credit Facility and (vi) customary restrictions the New 2010 Term Loan Credit Facility, and conditions contained in any agreement relating to evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the sale scope of assets (including Capital Stock the restrictions existing as of a Subsidiary) pending such sale, provided that such restrictions and conditions apply only to the assets being sold and such sale is permitted under this Agreement.date hereof and

No Other Negative Pledges. Each of the Parent and the The Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into or suffer to exist any agreement or restriction that, directly or indirectly, prohibits or conditions the creation, incurrence or assumption of any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired, or agree to do any of the foregoing, except for such agreements or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable Requirements of Law, (iii) any agreement or instrument creating a Permitted Lien (but only to the extent such agreement or restriction applies to the assets subject to such Permitted Lien), (iv) conditions and restrictions existing on the date hereof and contained in documents referenced in Schedule 8.11 (and contained in any extension or renewal of, or any amendment or modification of the relevant documentation, except to the extent expanding the scope of any such restriction or condition), (v) customary provisions in leases and licenses of real or personal property entered into by the Borrower or any Subsidiary as lessee or licensee in the ordinary course of business, restricting the granting of Liens therein or in property that is the subject thereof, (v) the Existing 2007 Credit Facility and Existing 2009 Credit Facility, and any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of the restrictions existing as of the date hereof and (vi) customary restrictions and conditions contained in any agreement relating to the sale of assets (including Capital Stock of a Subsidiary) pending such sale, provided that such restrictions and conditions apply only to the assets being sold and such sale is permitted under this Agreement.

No Other Negative Pledges. Each of the Parent and the The Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into or suffer to exist any agreement or restriction that, directly or indirectly, prohibits or conditions the creation, incurrence or assumption of any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired, or agree to do any of the foregoing, except for such agreements or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable Requirements of Law, (iii) any agreement or instrument creating a Permitted Lien (but only to the extent such agreement or restriction applies to the assets subject to such Permitted Lien), and (iv) conditions and restrictions existing on the date hereof and contained in documents referenced in Schedule 8.11 (and contained in any extension or renewal of, or any amendment or modification of the relevant documentation, except to the extent expanding the scope of any such restriction or condition), (v) customary provisions in leases and licenses of real or personal property entered into by the Borrower or any Subsidiary as lessee or licensee in the ordinary course of business, restricting the granting of Liens therein or in property that is the subject thereof, and (viv) customary restrictions and conditions contained in any agreement relating to the sale of assets (including Capital Stock of a Subsidiary) pending such sale, provided that such restrictions and conditions apply only to the assets being sold and such sale is permitted under this Agreement.

No Other Negative Pledges. Each of the Parent and the The Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into or suffer to exist any agreement or restriction that, directly or indirectly, prohibits or conditions the creation, incurrence or assumption of any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired, or agree to do any of the foregoing, except for such agreements or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable Requirements of Law, (iii) any agreement or instrument creating a Permitted Lien (but only to the extent such agreement or restriction applies to the assets subject to such Permitted Lien), (iv) conditions and restrictions existing on the date hereof and contained in documents referenced in Schedule 8.11 (and contained in any extension or renewal of, or any amendment or modification of the relevant documentation, except to the extent expanding the scope of any such restriction or condition), (v) customary provisions in leases and licenses of real or personal property entered into by the Borrower or any Subsidiary as lessee or licensee in the ordinary course of business, restricting the granting of Liens therein or in property that is the subject thereof, and (viv) customary restrictions and conditions contained in any agreement relating to the sale of assets (including Capital Stock of a Subsidiary) pending such sale, ; provided that such restrictions and conditions apply only to the assets being sold and such sale is permitted under this Agreement, and (vi) the Subordinated Notes.

No Other Negative Pledges. Each of the Parent Intermediate Holdco and the Borrower will not, and the Borrower will not permit or cause any of its the Borrower’s Subsidiaries to, enter into or suffer to exist any agreement or restriction that, directly or indirectly, prohibits or conditions the creation, incurrence or assumption of any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired, or agree to do any of the foregoing, except for such agreements or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable Requirements of LawLaw (other than the charter, constitution, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person), (iii) any agreement or instrument creating a Permitted Lien (but only to the extent such agreement or restriction applies to the assets subject to such Permitted Lien), (iv) conditions and restrictions existing on the date hereof and contained in documents referenced in Schedule 8.11 (and contained in any extension or renewal of, or any amendment or modification of the relevant documentation, except to the extent expanding the scope of any such restriction or condition), (v) customary provisions in leases and licenses of real or personal property entered into by the Borrower or any Subsidiary as lessee or licensee in the ordinary course of business, restricting the granting of Liens therein or in property that is the subject thereof, and (viv) customary restrictions and conditions contained in any agreement relating to the sale of assets (including Capital Stock of a Subsidiary) pending such sale, ; provided that such restrictions and conditions apply only to the assets being sold and such sale is permitted under this Agreement, and (vi) the terms of the Project Documents applicable to any Borrowing Base Project.

No Other Negative Pledges. Each of the Parent and the Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into or suffer to exist any agreement or restriction that, directly or indirectly, prohibits or conditions the creation, incurrence or assumption of any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired, or agree to do any of the foregoing, except (in the case of clause (b) above only) for such agreements or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable Requirements of Law, (iii) any agreement or instrument creating a Permitted Lien (but only to the extent such agreement or restriction applies to the assets subject to such Permitted Lien), (iv) conditions and restrictions existing on the date hereof and contained in documents referenced in Schedule 8.11 (and contained in any extension or renewal of, or any amendment or modification of the relevant documentation, except to the extent expanding the scope of any such restriction or condition), (v) customary provisions in leases and licenses of real or personal property entered into by the Borrower or any Subsidiary as lessee or licensee in the ordinary course of business, restricting the granting of Liens therein or in property that is the subject thereof, and (viv) customary restrictions and conditions contained in any agreement relating to the sale of assets (including Capital Stock of a Subsidiary) pending such sale, provided that such restrictions and conditions apply only to the assets being sold and such sale is permitted under this Agreement, (vi) customary provisions in joint venture agreements entered into by the Borrower or any Subsidiary in the ordinary course of business, and (vii) the Senior Subordinated Note Indenture as in effect as of the date hereof.

No Other Negative Pledges. Each of the Parent and the The Borrower will not, and will not permit or cause any of its Subsidiaries the Subsidiary Guarantors to, enter into or suffer to exist any agreement or restriction that, directly or indirectly, prohibits or conditions the creation, incurrence or assumption of any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired, or agree to do any of the foregoing, except for such agreements or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable Requirements of Law, (iii) any agreement or instrument creating a Permitted Lien (but only to the extent such agreement or restriction applies to the assets subject to such Permitted Lien), (iv) conditions and restrictions existing on the date hereof and contained in documents referenced in Schedule 8.11 (and contained in any extension or renewal of, or any amendment or modification of the relevant documentation, except to the extent expanding the scope of any such restriction or condition), (v) customary provisions in leases and licenses of real or personal property entered into by the Borrower or any Subsidiary as lessee or licensee in the ordinary course of business, restricting the granting of Liens therein or in property that is the subject thereof, and (viv) customary restrictions and conditions contained in any agreement relating to the sale of assets (including Capital Stock of a Subsidiary) pending such sale, ; provided that such restrictions and conditions apply only to the assets being sold and such sale is permitted under this Agreement.