Common use of No Further Negative Pledges Clause in Contracts

No Further Negative Pledges. The Credit Parties will not, nor will they permit any Subsidiary (other than a Subsidiary that is a Permitted JV) to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such 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 governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(h), (d) 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, (e) customary provisions in leases restricting the assignment thereof and (f) pursuant to any Management Agreement to the extent that any such Management Agreement is subject to the provisions of Section 9.23.

No Further Negative Pledges. The Credit Parties will not, nor will they not permit any Subsidiary (other than a Subsidiary that is a Permitted JV) 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 their properties or assetsits Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such any obligation if security such Property is given as security for some other obligationthe Credit Party Obligations, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c8.1(c); , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (cb) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(fSection 8.1(f) or 6.1(h8.1(k), (dc) 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, (e) customary provisions in leases restricting the assignment thereof and (fd) pursuant to customary restrictions and conditions contained in any Management Agreement agreement relating to the extent that sale of any Property permitted under Section 8.5, pending the consummation of such Management Agreement is subject sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the provisions of Section 9.23formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

No Further Negative Pledges. The Credit Parties will not, nor will they not permit any Subsidiary (other than a Subsidiary that is a Permitted JV) 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 their properties or assetsits Property in favor of the Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such any obligation if security such Property is given as security for some other obligationthe Credit Party Obligations, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to in connection with any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c8.1(c); provided , PROVIDED that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(h), (db) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided , PROVIDED that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (c) pursuant to customary restrictions and conditions contained in any agreement relating to any Permitted Asset Disposition, pending the consummation of such sale, (d) customary non-assignment provisions in contracts, (e) customary provisions in leases restricting the assignment thereof and documentation governing or evidencing the Existing Notes, (f) pursuant agreements entered into by to any Management Agreement to the extent that any such Management Agreement is subject to the provisions Foreign Subsidiaries or (g) Property consisting of Section 9.23Capital Stock in Joint Ventures.

No Further Negative Pledges. The No Credit Parties will notParty will, nor will they it permit any Subsidiary (other than a Subsidiary that is a Permitted JV) to, enter into, assume or become subject to any Negative Pledges or agreement prohibiting or otherwise restricting the creation or assumption existence of any Lien upon any of their properties or assetsits Property 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 for such any obligation if security such Property is given as security for some other obligationthe Obligations, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(h), (d) in connection with any Permitted Lien described in clauses (a) through (j) in Section 7.01 or any document or instrument governing any Permitted Lien; Lien described in clauses (a) through (j) in Section 7.01, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (e) customary provisions in leases restricting the assignment thereof and (fb) pursuant to customary restrictions and conditions contained in any Management Agreement agreement relating to the extent that sale of any Property permitted under Section 7.07, pending the consummation of such Management Agreement sale, (c) a provision in any agreement governing unsecured Funded Debt generally prohibiting the encumbrance of assets (so long as such provision is subject to generally consistent with a comparable provision of the provisions of Section 9.23Credit Documents) and (d) restrictions arising in connection with the Sabra Senior Notes.

No Further Negative Pledges. The Credit Parties will not, nor will they not permit the Parent or any Subsidiary (other than a Subsidiary that is a Permitted JV) 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 their properties or assetsits Property in favor of the Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such any obligation if security such Property is given as security for some other obligationthe Credit Party Obligations, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c8.1(c); , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (cb) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(hSection 8.1(g), (dc) 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, (e) customary provisions in leases restricting the assignment thereof Lien and (fd) pursuant to customary restrictions and conditions contained in any Management Agreement agreement relating to the extent that sale of any Property permitted under Section 8.5, pending the consummation of such Management Agreement is subject to the provisions of Section 9.23sale.

No Further Negative Pledges. The Credit Parties will not, nor will they not permit any Subsidiary (other than a Subsidiary that is a Permitted JV) 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 their properties or assetsits Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such any obligation if security such Property is given as security for some other obligationthe Credit Party Obligations, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to in connection with any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c8.1(c)(i); , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(h), (db) 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, (e) customary provisions in leases restricting the assignment thereof and (fc) pursuant to customary restrictions and conditions contained in any Management Agreement agreement relating to the extent that sale of any Property permitted under Section 8.5, pending the consummation of such Management Agreement sale, (d) customary non-assignment provisions in leases, licenses or other contracts entered into in the ordinary course of business or (e) in the case of any Joint Venture which is subject to the provisions of Section 9.23not a Credit Party, restrictions in such Person's organizational or governing documents.

No Further Negative Pledges. The Credit Parties will not, nor will they not permit any Subsidiary (other than a Subsidiary that is a Permitted JV) 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 their properties its Property in favor of the U.S. Agent or assetsthe Collateral Agent (in each case, for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such any obligation if security such Property is given as security for some other obligationthe Credit Party Obligations, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(h), (d) 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, (eb) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.4(b), pending the consummation of such sale, (c) the Medium Term Indenture, as in effect as of the Closing Date, and (d) customary provisions restrictions and conditions contained in leases and other contracts restricting the assignment thereof and (f) pursuant to any Management Agreement to the extent that any such Management Agreement is subject to the provisions of Section 9.23thereof.

No Further Negative Pledges. The Each of the Credit Parties will not, nor will they it permit any Subsidiary (other than a Subsidiary that is a Permitted JV) of its Restricted Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such 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 governing Indebtedness incurred pursuant to Sections 8.01(c), (i), (j) or (n) provided that, (i) with respect to Indebtedness incurred pursuant to Section 6.1(c8.01(c); provided that , any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, therewith and (cii) pursuant with respect to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(h8.01(i), (dj) and (n), any such restriction shall not apply to this Credit Agreement or any other Credit Document, and (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction restrictions contained therein relates only to the asset or assets subject to such Permitted Lien, (e) customary provisions in leases restricting the assignment thereof and (f) pursuant to any Management Agreement to the extent that any such Management Agreement is subject to the provisions of Section 9.23.

No Further Negative Pledges. The Credit Parties Except with respect to prohibitions against other encumbrances on specific Property encumbered to secure payment of particular Indebtedness (which Indebtedness relates solely to such specific Property, and improvements and accretions thereto, and is otherwise permitted hereby), no member of the Consolidated Group will not, nor will they permit any Subsidiary (other than a Subsidiary that is a Permitted JV) to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such 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 governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewithIndenture, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(h)the Subordinated Note Agreement, (d) pursuant to the Parent Subordinated Note Agreement, (e) 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, (e) customary provisions in leases restricting the assignment thereof and (f) pursuant to customary restrictions and conditions contained in any Management Agreement agreement relating to the extent sale of any Property permitted under Section 8.4(c), pending the consummation of such sale and (g) pursuant to any document governing unsecured Indebtedness permitted by Section 8.1(g), provided that any such Management Agreement is subject to restriction contained therein does not prohibit or otherwise restrict the provisions creation or assumption of Section 9.23any Lien required by the terms of the Credit Documents.

No Further Negative Pledges. The Credit Parties will not, nor will they not permit any Subsidiary (other than a Subsidiary that is a Permitted JV) 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 their properties or assetsits Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such any obligation if security such Property is given as security for some other obligationthe Credit Party Obligations, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c8.1(c); , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (cb) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(fSection 8.1(f) or 6.1(h8.1(k), (dc) 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, (e) customary provisions in leases restricting the assignment thereof Lien and (fd) pursuant to customary restrictions and conditions contained in any Management Agreement agreement relating to the extent that sale of any Property permitted under Section 8.5, pending the consummation of such Management Agreement is subject to the provisions of Section 9.23sale.

No Further Negative Pledges. The Credit Parties will not, nor will they not permit the Parent or any Subsidiary (other than a Subsidiary that is a Permitted JV) to, Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their properties or assetsits Property, whether now owned or hereafter acquired, or requiring the grant of any security for such 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 Recapitalization Documents, in each case as in effect as of the Closing Date, (c) any document or instrument governing Indebtedness incurred pursuant permitted under Section 8.1, provided that the encumbrances and restrictions relating to the Parent or any Consolidated Party in such document or instrument (i) permit the Liens arising under the Collateral Documents and/or contemplated by the terms of Section 6.1(c); 7.12 and Section 7.13 and (ii) are no more restrictive than the corresponding encumbrances and restrictions contained in the Credit Documents, (d) the agreement for any lease by the Parent or a Consolidated Party permitted hereunder, provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewithsubject to such lease, (ce) pursuant any agreement relating to a sale of Property by the Parent or a Consolidated Party permitted under this Credit Agreement, provided that any document such restriction contained therein relates only to the Property subject to such agreement or instrument governing Indebtedness incurred pursuant to Sections 6.1(f(f) or 6.1(h), (d) 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, (e) customary provisions in leases restricting the assignment thereof and (f) pursuant to any Management Agreement to the extent that any such Management Agreement is subject to the provisions of Section 9.23.

No Further Negative Pledges. The Credit Parties will not, nor will they not permit any Subsidiary (other than a Subsidiary that is a Permitted JV) to, Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their its properties or assetsassets for the purpose of securing the Credit Party Obligations of the types described in clauses (i) and (ii) of the definition of such term set forth in Section 1.1, whether now owned or hereafter acquired, or requiring the grant of any security for such any obligation if security is given for some other obligationthe Credit Party Obligations of the types described in clauses (i) and (ii) of the definition of such term set forth in Section 1.1, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to the Subordinated Note Indenture and the Subordinated Notes, in each case as in effect as of the Closing Date, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c8.1(c); , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(h), therewith and (d) 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, (e) customary provisions in leases restricting the assignment thereof and (f) pursuant to any Management Agreement to the extent that any such Management Agreement is subject to the provisions of Section 9.23.

No Further Negative Pledges. The Each of the Credit Parties will not, nor will they it permit any Subsidiary (other than a Subsidiary that is a Permitted JV) of its Restricted Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such 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 governing Indebtedness incurred pursuant to Sections 8.01(c), (i), (j), (k) or (o) provided that, (i) with respect to Indebtedness incurred pursuant to Section 6.1(c8.01(c); provided that , any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, therewith and (cii) pursuant with respect to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(h8.01(i), (dj), (k) and (o), any such restriction shall not apply to this Credit Agreement or any other Credit Document, and (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction restrictions contained therein relates only to the asset or assets subject to such Permitted Lien, (e) customary provisions in leases restricting the assignment thereof and (f) pursuant to any Management Agreement to the extent that any such Management Agreement is subject to the provisions of Section 9.23.

No Further Negative Pledges. The Credit Parties will not, nor will they not permit any Subsidiary (other than a Subsidiary that is a Permitted JV) 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 their properties or assetsits Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of CHAR1\1351553v8 97 securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such any obligation if security such Property is given as security for some other obligationthe Credit Party Obligations, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c8.1(c); , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (cb) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(fSection 8.1(f) or 6.1(h8.1(k), (dc) 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, (e) customary provisions in leases restricting the assignment thereof and (fd) pursuant to customary restrictions and conditions contained in any Management Agreement agreement relating to the extent that sale of any Property permitted under Section 8.5, pending the consummation of such Management Agreement is subject sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the provisions of Section 9.23formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

No Further Negative Pledges. The Credit Parties will not, nor will they not permit the Parent or any Subsidiary (other than a Subsidiary that is a Permitted JV) 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 their properties or assetsits Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such any obligation if security such Property is given as security for some other obligationthe Credit Party Obligations, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c8.1(c); , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (cb) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(hSection 8.1(g), (dc) 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, (e) customary provisions in leases restricting the assignment thereof Lien and (fd) pursuant to customary restrictions and conditions contained in any Management Agreement agreement relating to the extent that sale of any Property permitted under Section 8.5, pending the consummation of such Management Agreement is subject to the provisions of Section 9.23sale.

No Further Negative Pledges. The Credit Parties will not, nor will they not permit any Subsidiary (other than a Subsidiary that is a Permitted JV) to, Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their its properties or assetsassets for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such any obligation if security is given for some other obligationthe Credit Party Obligations, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) if the Subordinated Notes shall have been issued, pursuant to the Subordinated Note Indenture and the Subordinated Notes and (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c8.1(c); , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(h), (de) 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, (e) customary provisions in leases restricting the assignment thereof Lien and (f) pursuant to customary restrictions and conditions contained in any Management Agreement agreement relating to the extent that any sale of a Subsidiary permitted under Section 8.5, pending the consummation of such Management Agreement is subject to the provisions of Section 9.23sale.

No Further Negative Pledges. The Credit Parties Borrower will not, nor will they it permit any Subsidiary (other than a Subsidiary that is a Permitted JV) to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such 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 governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (cd) pursuant to any document restrictions on the transfer or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(h)pledge of Capital Stock in joint ventures which are otherwise permitted under the terms of this Agreement, (de) 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 governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (e) customary provisions in leases restricting the assignment thereof and (f) pursuant to any Management Agreement to the extent that any such Management Agreement is subject to the provisions of Section 9.23.

No Further Negative Pledges. The Each of the Credit Parties will not, nor will they it permit any Subsidiary (other than a Subsidiary that is a Permitted JV) of its Restricted Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such 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 governing Indebtedness incurred pursuant to Sections 8.01(b), (c), (i), (k), (o) or (q) provided that, (i) with respect to Indebtedness incurred pursuant to Section 6.1(c8.01(c); provided that , any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, therewith and (cii) pursuant with respect to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(h8.01(i), (dk), (o) and (q), any such restriction shall not apply to this Credit Agreement or any other Credit Document, and, and (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction restrictions contained therein relates only to the asset or assets subject to such Permitted Lien, (e) customary provisions in leases restricting the assignment thereof and (f) pursuant to any Management Agreement to the extent that any such Management Agreement is subject to the provisions of Section 9.23.

No Further Negative Pledges. The Credit Parties will not, nor will they not permit any Subsidiary (other than a Subsidiary that is a Permitted JV) 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 their properties or assetsits Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such any obligation if security such Property is given as security for some other obligationthe Credit Party Obligations, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c8.1(c); , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (cb) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(hSection 8.1(f), (dc) 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, (e) customary provisions in leases restricting the assignment thereof Lien and (fd) pursuant to customary restrictions and conditions contained in any Management Agreement agreement relating to the extent that sale of any Property permitted under Section 8.5, pending the consummation of such Management Agreement is subject to the provisions of Section 9.23.sale. 103

No Further Negative Pledges. The Credit Parties will not, nor will they not permit any Subsidiary (other than a Subsidiary that is a Permitted JV) 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 their properties or assetsits Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, 105 or requiring the grant of any security for such any obligation if security such Property is given as security for some other obligationthe Credit Party Obligations, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to in connection with any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c8.1(c); , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(h), (db) 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, (c) pursuant to customary restrictions and conditions contained in any agreement relating to any Permitted Asset Disposition, pending the consummation of such sale, (d) customary non-assignment provisions in contracts, (e) customary provisions in leases restricting the assignment thereof and documentation governing or evidencing the Subordinated Notes, (f) pursuant agreements entered into by to any Management Agreement to the extent that any such Management Agreement is subject to the provisions Foreign Subsidiaries or (g) Property consisting of Section 9.23Capital Stock in Joint Ventures.

No Further Negative Pledges. The Credit Parties will not, nor will they not permit any Subsidiary (other than a Subsidiary that is a Permitted JV) 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 their properties its Property in favor of the U.S. Agent or assetsthe Collateral Agent (in each case, for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such any obligation if security such Property is given as security for some other obligationthe Credit Party Obligations, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to in connection with any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c8.1(c); , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(h), (db) 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 LienLien and (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.4(b), pending the consummation of such sale, (d) the Medium Term Notes and the Medium Term Indenture and (e) customary provisions restrictions and conditions contained in leases and other contracts restricting the assignment thereof and (f) pursuant to any Management Agreement to the extent that any such Management Agreement is subject to the provisions of Section 9.23thereof.

No Further Negative Pledges. The Except as contemplated by the Intercreditor Agreement, the Credit Parties will not, nor will they not permit any Subsidiary (other than a Subsidiary that is a Permitted JV) 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 their properties or assetsits Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such any obligation if security such Property is given as security for some other obligationthe Credit Party Obligations, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c8.1(c); , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (cb) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(hSection 8.1(f), (dc) 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, (e) customary provisions in leases restricting the assignment thereof and (fd) pursuant to customary restrictions and conditions contained in any Management Agreement agreement relating to the extent that sale of any Property permitted under Section 8.5, pending the consummation of such Management Agreement is subject sale and (e) pursuant to the provisions of Section 9.23First Lien Credit Agreement and the First Lien Collateral Documents.

No Further Negative Pledges. The Credit Parties will not, nor will they not permit any Subsidiary (other than a Subsidiary that is a Permitted JV) 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 their properties or assetsits Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such any obligation if security such Property is given as security for some other obligationthe Credit Party Obligations, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to in connection with any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c8.1(c); , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 6.1(f) or 6.1(h), (db) 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, (c) pursuant to customary restrictions and conditions contained in any agreement relating to any Permitted Asset Disposition, pending the consummation of such sale, (d) customary non-assignment provisions in contracts, (e) customary provisions in leases restricting the assignment thereof and documentation governing or evidencing the Senior Unsecured Debt or the Subordinated Notes, (f) pursuant agreements entered into by to any Management Agreement to the extent that any such Management Agreement is subject to the provisions Foreign Subsidiaries or (g) Property consisting of Section 9.23Capital Stock in Joint Ventures.