Common use of Restrictions on Negative Pledges and Upstream Limitations Clause in Contracts

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers will, nor will permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such Borrower to pay or make dividends or distributions in cash or kind to such Borrower, to make loans, advances or other payments of whatsoever nature to such Borrower, or to make transfers or distributions of all or any part of its assets to such Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debt.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers willThe Borrower will not, nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such the Borrower to pay or make dividends or distributions in cash or kind to such the Borrower, to make loans, advances or other payments of whatsoever nature to such the Borrower, or to make transfers or distributions of all or any part of its assets to such the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such the Borrower or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers willThe Borrower will not, nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding other than the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding other than the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such the Borrower to pay or make dividends or distributions in cash or kind to such the Borrower, to make loans, advances or other payments of whatsoever nature to such the Borrower, or to make transfers or distributions of all or any part of its assets to such the Borrower; , in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such the Borrower or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers will, nor will permit any of its Subsidiaries to to, (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such Borrower to pay or make dividends or distributions in cash or kind to such Borrowerthe Borrowers, to make loans, advances or other payments of whatsoever nature to such Borrowerthe Borrowers, or to make transfers or distributions of all or any part of its assets to such Borrowerthe Borrowers; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, § 10.2.1 or are Investments permitted pursuant to § 10.3(k); and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such the Borrower or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers will, nor will permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the this Credit Agreement and Agreement, the other Loan DocumentsDocuments and the 2014 BGI Note Purchase Agreement) which directly or indirectly prohibits such Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the this Credit Agreement and Agreement, the other Loan DocumentsDocuments and the 2014 BGI Note Purchase Agreement) restricting the ability of any Subsidiary of such Borrower to pay or make dividends or distributions in cash or kind to such Borrower, to make loans, advances or other payments of whatsoever nature to such Borrower, or to make transfers or distributions of all or any part of its assets to such Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower or such Subsidiary in the ordinary course of its business and business, (iii) any negative pledges granted in the Existing Senior DebtDebt and (iv) negative pledges with respect to specific assets acquired pursuant to a permitted acquisition under §9.5, provided, that, any such negative pledge is included in an agreement that existed prior to such acquisition and was not created in anticipation thereof.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers will, nor will permit any of its Subsidiaries to to, (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such Borrower to pay or make dividends or distributions in cash or kind to such Borrowerthe Borrowers, to make loans, advances or other payments of whatsoever nature to such Borrowerthe Borrowers, or to make transfers or distributions of all or any part of its assets to such Borrowerthe Borrowers; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.110.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers willThe Borrower will not, nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding other than the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding other than the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such the Borrower to pay or make dividends or distributions in cash or kind to such the Borrower, to make loans, advances or other payments of whatsoever nature to such the Borrower, or to make transfers or distributions of all or any part of its assets to such the Borrower; , in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such the Borrower or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in other than the Existing Senior DebtSLC Negative Pledge.

Restrictions on Negative Pledges and Upstream Limitations. None of the The Borrowers willwill not, nor will it permit any of its their Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such Borrower the Borrowers or any of its their Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its their Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such Borrower the Borrowers to pay or make dividends or distributions in cash or kind to such Borrowerthe Borrowers, to make loans, advances or other payments of whatsoever nature to such Borrowerthe Borrowers, or to make transfers or distributions of all or any part of its assets to such Borrowerthe Borrowers; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1ss.9.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower the Borrowers or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of the The Borrowers willwill not, nor will it permit any of its their Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such Borrower the Borrowers or any of its their Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its their Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such Borrower the Borrowers to pay or make dividends or distributions in cash or kind to such Borrowerthe Borrowers, to make loans, advances or other payments of whatsoever nature to such Borrowerthe Borrowers, or to make transfers or distributions of all or any part of its assets to such Borrowerthe Borrowers; in each case other than (i) restrictions on specific assets and agreements which assets and agreements are the subject of purchase money security interests to the extent permitted under §Section 9.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing and ordinary course agreements entered into by such Borrower the Borrowers or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of the The Borrowers willwill not, nor will they permit any of its their Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such Borrower any of the Borrowers or any of its their Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its their Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such Borrower the Borrowers to pay or make dividends or distributions in cash or kind to such Borrowerany of the Borrowers, to make loans, advances or other payments of whatsoever nature to such Borrowerany of the Borrowers, or to make transfers or distributions of all or any part of its assets to such Borrowerany of the Borrowers; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.110.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such any Borrower or such any Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers willThe Borrower will not, nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such the Borrower to pay or make dividends or distributions in cash or kind to such the Borrower, to make loans, advances or other payments of whatsoever nature to such the Borrower, or to make transfers or distributions of all or any part of its assets to such the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests or mortgages to the extent permitted under §9.2.1Section 10.2.1 (vii), and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such the Borrower or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior DebtSubsidiary.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers willThe Borrower will not, nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such the Borrower to pay or make dividends or distributions in cash or in-kind to such the Borrower, to make loans, advances or other payments of whatsoever nature to such the Borrower, or to make transfers or distributions of all or any part of its assets to such the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.18.2.1, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such the Borrower or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debt.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers No Borrower will, nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such Borrower to pay or make dividends or distributions in cash or kind to such Borrower, to make loans, advances or other payments of whatsoever nature to such Borrower, or to make transfers or distributions of all or any part of its assets to such Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §Section 9.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers willThe Borrower will not, nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement Agreement, the other Loan Documents and the other Subordinated Loan Documents) which directly or indirectly prohibits such the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement Agreement, the other Loan Documents and the other Subordinated Loan Documents) restricting the ability of any Subsidiary of such the Borrower to pay or make dividends or distributions in cash or kind to such the Borrower, to make loans, advances or other payments of whatsoever nature to such the Borrower, or to make transfers or distributions of all or any part of its assets to such the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1Section 10.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such the Borrower or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of the The Borrowers willwill not, nor will they permit any of its their Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such Borrower any of the Borrowers or any of its their Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its their Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such Borrower the Borrowers to pay or make dividends or distributions in cash or kind to such Borrowerany of the Borrowers, to make loans, advances or other payments of whatsoever nature to such Borrowerany of the Borrowers, or to make transfers or distributions of all or any part of its assets to such Borrowerany of the Borrowers; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1Section 10.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such any Borrower or such any Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of The Parent and the Borrowers willBorrower will not, nor will they permit any of its their Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the this Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such Borrower the Parent or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the this Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such the Parent and the Borrower to pay or make dividends or distributions in cash or kind to such the Parent or the Borrower, to make loans, advances or other payments of whatsoever nature to such the Parent or the Borrower, or to make transfers or distributions of all or any part of its assets to such the Parent or the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower the Parent or such any Subsidiary in the ordinary course of its business business, but only if consents by the counterparty thereto have been obtained by the Parent or its Subsidiaries in form and (iii) any negative pledges granted in substance satisfactory to the Existing Senior DebtAdministrative Agent.

Restrictions on Negative Pledges and Upstream Limitations. None of Neither the Borrowers Parent nor the Company will, nor will either permit any of its Subsidiaries to (ai) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement Documents and the other Loan Subdebt Documents) which directly or indirectly prohibits such Borrower the Parent, the Company or any of its their respective Subsidiaries from creating, assuming or incurring any Lien lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, acquired or (bii) enter into any agreement, contract or arrangement (excluding other than the Credit Agreement Documents and the other Loan Subdebt Documents) restricting the ability of any Subsidiary of such Borrower to pay or make dividends or distributions in cash or kind to such Borrowerthe Company, to make loans, advances or other payments of whatsoever nature to such Borrowerthe Company, or to make transfers or distributions of all or any part of its assets to such Borrowerthe Company; in each case other than (iA) (1) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1interests, (ii2) customary anti-assignment provisions restrictions contained in leases leases, software licenses and licensing joint venture agreements which restrict the assignment of such agreements and/or rights thereunder and restrictions contained in indentures and other licenses and agreements in existence on the Initial Closing Date, and (3) customary restrictions contained in contracts for the sale of goods which restrict the assignment of performance of such contracts, in each case entered into by such Borrower or such Subsidiary in the ordinary course of its business and business, (iiiB) any negative pledges granted in restrictions on the Existing Senior Debt.creation of Liens

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers willThe Borrower will not, nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien in favor of the Lender upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such the Borrower to pay or make dividends or distributions in cash or kind to such the Borrower, to make loans, advances or other payments of whatsoever nature to such the Borrower, or to make transfers or distributions of all or any part of its assets to such the Borrower; , in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests or deposit arrangements to the extent permitted under §9.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such the Borrower or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers willThe Borrower will not, nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such the Borrower to pay or make dividends or distributions in cash or kind to such the Borrower, to make loans, advances or other payments of whatsoever nature to such the Borrower, or to make transfers or distributions of all or any part of its assets to such the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1(S)9.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such the Borrower or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers willCAI will not, nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such Borrower CAI or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such any Borrower to pay or make dividends or distributions in cash or kind to such BorrowerBorrower (other than an agreement made by a Securitization Entity, an Excluded Subsidiary or any other Non-Guarantor Subsidiary), to make loans, advances or other payments of whatsoever nature to such Borrowerthe Borrowers, or to make transfers or distributions of all or any part of its assets to such Borrowerthe Borrowers; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower CAI or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers willThe Borrower will not, nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such the Borrower to pay or make dividends or distributions in cash or kind to such the Borrower, to make loans, advances or other payments of whatsoever nature to such the Borrower, or to make transfers or distributions of all or any part of its assets to such the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such the Borrower or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debt.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers willCAI will not, nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Loan Agreement and the other Loan Documents) which directly or indirectly prohibits such Borrower CAI or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Loan Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such the Borrower to pay or make dividends or distributions in cash or kind to such Borrowerthe Borrower (other than an agreement made by a Securitization Entity), to make loans, advances or other payments of whatsoever nature to such the Borrower, or to make transfers or distributions of all or any part of its assets to such the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower CAI or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers willThe --------------------------------------------------------- Borrower will not, nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Loan Agreement and the other Loan Documents) which directly or indirectly prohibits such the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Loan Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such the Borrower to pay or make dividends or distributions in cash or kind to such the Borrower, to make loans, advances or other payments of whatsoever nature to such the Borrower, or to make transfers or distributions of all or any part of its assets to such the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such the Borrower or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers will(a) The Borrower will not, nor will it permit any of its Domestic Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such the Borrower or any of its Domestic Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Domestic Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Domestic Subsidiary of such the Borrower to pay or make dividends or distributions in cash or kind to such Borrowerthe Borrower (other than an agreement made by a Securitization Entity), to make loans, advances or other payments of whatsoever nature to such the Borrower, or to make transfers or distributions of all or any part of its assets to such the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such the Borrower or such Domestic Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers willCAI will not, nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such Borrower CAI or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquiredacquired (other than CAI Rail Collateral or assets or property not constituting Collateral), or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such any Borrower (other than CAI Rail or any Excluded Subsidiary) to pay or make dividends or distributions in cash or kind to such BorrowerBorrower (other than an agreement made by a Securitization Entity, CAI Rail, an Excluded Subsidiary or any other Non-Guarantor Subsidiary), to make loans, advances or other payments of whatsoever nature to such Borrowerthe Borrowers, or to make transfers or distributions of all or any part of its assets to such Borrowerthe Borrowers; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower CAI or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of The Parent and the Borrowers willBorrower will not, nor will they permit any of its their Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding this Credit Agreement, the Credit Agreement other Loan Documents and the other Term Loan Documents) which directly or indirectly prohibits such Borrower the Parent or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding this Credit Agreement, the Credit Agreement other Loan Documents and the other Term Loan Documents) restricting the ability of any Subsidiary of such the Parent and the Borrower to pay or make dividends or distributions in cash or kind to such the Parent or the Borrower, to make loans, advances or other payments of whatsoever nature to such the Parent or the Borrower, or to make transfers or distributions of all or any part of its assets to such the Parent or the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower the Parent or such any Subsidiary in the ordinary course of its business business, but only if consents by the counterparty thereto have been obtained by the Parent or its Subsidiaries in form and (iii) any negative pledges granted in substance satisfactory to the Existing Senior DebtAdministrative Agent.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers will, nor and none will permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such Borrower any of the Borrowers or any of its their Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such a Borrower to pay or make dividends or distributions in cash or kind to such Borrower, to make loans, advances or other payments of whatsoever nature to such Borrower, or to make transfers or distributions of all or any part of its assets to such Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1ss.10.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers willCAI will not, nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such Borrower CAI or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such any Borrower to pay or make dividends or distributions in cash or kind to such BorrowerBorrower (other than an agreement made by any non-Guarantor Foreign Subsidiary of the CAI which is a special purpose entity in connection with a secured financing transaction which is without recourse to CAI or any of its other Subsidiaries or any of their assets), to make loans, advances or other payments of whatsoever nature to such Borrowerthe Borrowers, or to make transfers or distributions of all or any part of its assets to such Borrowerthe Borrowers; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower CAI or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers willThe Borrower will not, nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such the Borrower to pay or make dividends or distributions in cash or kind to such the Borrower, to make loans, advances or other payments of whatsoever nature to such the Borrower, or to make transfers or distributions of all or any part of its assets to such the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §Section 9.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such the Borrower or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.

Restrictions on Negative Pledges and Upstream Limitations. None of The Parent and the Borrowers willBorrower will not, nor will they permit any of its their Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and this Term Loan Agreement, the other Loan Documents and the Revolving Credit Documents) which directly or indirectly prohibits such Borrower the Parent or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit this Term Loan Agreement and the other Loan Documents and the Revolving Credit Documents) restricting the ability of any Subsidiary of such the Parent and the Borrower to pay or make dividends or distributions in cash or kind to such the Parent or the Borrower, to make loans, advances or other payments of whatsoever nature to such the Parent or the Borrower, or to make transfers or distributions of all or any part of its assets to such the Parent or the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower the Parent or such any Subsidiary in the ordinary course of its business business, but only if consents by the counterparty thereto have been obtained by the Parent or its Subsidiaries in form and (iii) any negative pledges granted in substance satisfactory to the Existing Senior DebtAdministrative Agent.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers willThe Borrower will not, nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of such the Borrower to pay or make dividends or distributions in cash or kind to such the Borrower, to make loans, advances or other payments of whatsoever nature to such the Borrower, or to make transfers or distributions of all or any part of its assets to such the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1ss.9.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such the Borrower or such Subsidiary in the ordinary course of its business and (iii) any negative pledges granted in the Existing Senior Debtbusiness.