Common use of Restrictions on Subsidiary Distributions; No New Negative Pledge Clause in Contracts

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than pursuant to the Loan Documents and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (b), (c), or (d) of Section 8.1(in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby) or in connection with an Asset Sale which is permitted under Section 8.4 (in respect only of the assets subject thereto) or pursuant to customary anti-assignment provisions contained in leases or licenses permitted under this Agreement or as otherwise contained, at the date hereof, in the Indentures, TNCLP will not, and will not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, TNCLP or any other Subsidiary of TNCLP or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of the Borrower or any Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than pursuant to the Loan Documents and any agreements governing any purchase money Indebtedness Debt or Capital Lease Obligations permitted by clause (b), (c), or (d) of Section 8.1(in 6.1(in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby) or in connection with an Asset Sale which is permitted under Section 8.4 6.4 (in respect only of the assets subject thereto) or pursuant to customary anti-assignment provisions contained in leases or licenses permitted under this Agreement or as otherwise contained, at the date hereof, in the Indentures, TNCLP the Senior Secured Note Documents, the Senior Second Lien Note Documents and the Terra Credit Facility Terra will not, and will not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness Debt owed to, TNCLP Terra or any other Subsidiary of TNCLP Terra or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of the Borrower Borrowers or any Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires other Indebtedness Debt or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than pursuant to the Loan Documents and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (bSection 7.2(b), (c), d) or (de) of Section 8.1(in (Indebtedness) above (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby) or and except for restrictions set forth in connection with an Asset Sale which is permitted under Section 8.4 (the Indenture and in respect only the Senior Loan Documents as of the assets subject thereto) or pursuant to customary anti-assignment provisions contained in leases or licenses permitted under this Agreement or as otherwise containedEffective Date, at the date hereof, in the Indentures, TNCLP will Borrower shall not, and will shall not permit any of its Material Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Material Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, TNCLP the Borrower or any other Material Subsidiary of TNCLP or (b) enter into or or, other than pursuant to agreements in effect on the date hereof, suffer to exist or become effective any agreement which prohibits prohibiting or limits limiting the ability of the Borrower or any Material Subsidiary to create, incur, assume or suffer to exist any Lien or Encumbrance upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires requiring other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents and Documents, agreements existing on the Petition Date or any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (b), (c), d) or (de) of Section 8.1(in 8.1 (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), (y) or in connection with an Asset Sale which is permitted under Section 8.4 (in respect only any restrictions consisting of the assets subject thereto) or pursuant to customary antinon-assignment provisions contained in leases or licenses permitted under this Agreement or as otherwise contained, at the date hereof, that are entered into in the Indenturesordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale permitted by Section 8.4, TNCLP such Loan Party will not, and will not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, TNCLP Group or any other Subsidiary of TNCLP Group or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of the Borrower Group or any Subsidiary of Group to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than pursuant to the Loan Documents and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (b), (c), or (d) of Section 8.1(in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby) or in connection with an Asset Sale which is permitted under Section 8.4 (in respect only of the assets subject thereto) or pursuant to customary anti-assignment provisions contained in leases or licenses permitted under this Agreement or as otherwise contained, at the date hereof, in the IndenturesIndentures and the Senior Secured Note Documents, TNCLP the Senior Second Lien Note Documents and the MCC Credit Agreement, Terra Industries will not, and will not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, TNCLP Terra Industries or any other Subsidiary of TNCLP Terra Industries or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of the Borrower Borrowers or any Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.