Common use of Negative Pledge Clauses Clause in Contracts

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement (other than an agreement between or among Group Members) that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) any agreement relating to a joint venture organized in the ordinary course of business of the Borrower and its Subsidiaries.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement (other than an agreement between or among Group Members) that prohibits or limits the ability of the Borrower or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and ), (c) customary non-assignment provisions of any contract and (d) customary restrictions on the creation of Liens on any property or assets arising under a security agreement relating to governing a joint venture organized in the ordinary course of business of the Borrower and its SubsidiariesLien permitted under this Agreement.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement (other than an agreement between or among Group Members) that prohibits or limits the ability of Borrower or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, Documents and (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) any agreement relating to a joint venture organized in the ordinary course of business of the Borrower and its Subsidiaries).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement (other than an agreement between or among Group Members) that prohibits or limits the ability of any Group Member Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and Agreement, the other Loan DocumentsDocuments and the Senior Subordinated Note Indenture, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) any agreement relating to a joint venture organized governing Indebtedness permitted by Section 8.2(g)(ii) (in which case, any prohibition or limitation shall only be effective against the ordinary course of business of the Borrower and its SubsidiariesSubsidiary therein referred to).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement (other than an agreement between or among Group Members) that prohibits or limits the ability of Holdings or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesrevenues to secure the Obligations, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, Documents and (b) any agreements governing any purchase money Liens Liens, Capital Lease Obligations or Capital Synthetic Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) any agreement relating to a joint venture organized in the ordinary course of business of the Borrower and its Subsidiaries).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement (other than an agreement between or among Group Members) that prohibits or limits the ability of any Group Member Borrower to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and ), (c) customary provisions restricting assignment or transfer of any agreement relating to a joint venture organized entered into in the ordinary course of business business, and (d) in the case of an Equity Interests in any Person that is not a Wholly Owned Subsidiary of a Borrower, provisions in such Person’s Organizational Documents that restrict the Borrower and its Subsidiariesassignment of such Equity Interests.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement (other than an agreement between or among Group Members) that prohibits or limits the ability of the Borrower or any Group Member of its Subsidiaries (other than the Insurance Subsidiary and Legacy Trust) to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements agreement governing any purchase money Liens or Capital Lease 63 Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) any agreement relating acquired pursuant to a joint venture organized Permitted Acquisition or a Permitted Foreign Acquisition that restricts assignment of such acquired agreement, provided that such restrictions on assignment were not entered into in the ordinary course contemplation of business of the Borrower and its Subsidiariesor in connection with such Permitted Acquisition or Permitted Foreign Acquisition.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement (other than an agreement between or among Group Members) that prohibits or limits the ability of any Group Member other than the Securitization Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) the ABL Facility Agreement, (c) the Convertible Notes Documents, (d) documentation in connection with Permitted Junior Lien Debt and (e) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) any agreement relating to a joint venture organized leases and licenses arising in the ordinary course of business of the Borrower and its Subsidiariesbusiness.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement (other than an agreement between or among Group Members) that prohibits or limits the ability of Holdings or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, or to secure its obligations under the Loan Documents to which it is a party party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) any agreement relating to a joint venture organized in the ordinary course of business of the Borrower and its Subsidiariesgoverning any Liens permitted by Section 6.3(i).

Negative Pledge Clauses. Enter into or suffer to exist or ----------------------- become effective any agreement (other than an agreement between or among Group Members) that prohibits or limits the ability of Holdings or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesrevenues to secure the Obligations, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, Documents and (b) any agreements governing any purchase money Liens Liens, Capital Lease Obligations or Capital Synthetic Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) any agreement relating to a joint venture organized in the ordinary course of business of the Borrower and its Subsidiaries).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement (other than an agreement between or among Group Members) that prohibits or limits the ability of any Group Member Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and ), (c) any agreement relating the ABL Loan Documents, (d) documents evidencing Indebtedness of Excluded Foreign Subsidiaries to a joint venture organized in the ordinary course of business of extent permitted hereunder, (e) the Borrower Shell BDF Agreements and its Subsidiaries(f) the Chevron BDF Agreements.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement (other than an agreement between or among Group Members) that prohibits or limits the ability of any Group Member Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations Obligations under the Loan Documents to which it is a party party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations or Liens otherwise permitted hereby by Section 7.3 hereof (in which case, any prohibition or limitation shall only be effective against the assets financed or secured thereby) and ), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement relating evidencing an asset sale, as to a joint venture organized the assets being sold, and (e) agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business of the Borrower and its Subsidiariesbusiness.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement (other than an agreement between or among Group Members) that prohibits or limits the ability of any Group Member Credit Party to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Loan Documents to which it is a party Guarantee and Security Agreement or the Parent Guarantee and Security Agreement, as applicable, other than (a) this Agreement and the other Loan Documents, (b) solely with respect to Par Wyoming, Hermes and its Subsidiaries, the First Lien Loan Documents, and (c) in the case of Hermes or any of its Subsidiaries, any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) any agreement relating to a joint venture organized in the ordinary course of business of the Borrower and its Subsidiaries).