Common use of Limitation on Negative Pledge Clauses Clause in Contracts

Limitation on Negative Pledge Clauses. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of the Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its property to secure the Obligations hereunder; provided, however, that the foregoing clause shall not apply to Contractual Obligations which: (a) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.17) are listed on Schedule 7.17 hereto; (b) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (c) arise in connection with any Lien permitted by Section 7.01 to the extent such restrictions relate solely to the assets (and any proceeds in respect thereof) which are the subject of such Lien; (d) represent Indebtedness permitted by Xxxxxxx 0.00 (x), (x), (x), (x), (x), (x), (x), (x) and (o); provided, that such Indebtedness shall not conflict with (i) any terms of this Agreement, any other Loan Document or the terms of any other Indebtedness and (ii) the Borrower’s obligation to grant Liens to the Administrative Agent for the benefit of the Secured Parties in Collateral acquired after the Restatement Date in accordance with the terms of the Loan Documents; (e) represent secured Indebtedness permitted by Section 7.01(j) to the extent that such restrictions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of such Subsidiaries); (f) arise in connection with any Disposition permitted by Section 7.05, with respect to the assets so Disposed; (g) are customary provisions in joint venture agreements and other similar agreements applicable solely to such joint venture or the Equity Interests therein; (h) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business; (l) are customary provisions restricting assignment of any agreements; or (m) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject of such Permitted Securitization Program; or (n) are set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the Contractual Obligations referred to in clauses (a) through (l) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially less favorable to the Loan Parties and the Lenders with respect to such limitations than those applicable pursuant to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Contractual Obligation (other than this Agreement agreement that prohibits or any other Loan Document) that limits the ability of the Borrower or any Subsidiary Guarantor Loan 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 hereunder; providedor, howeverin the case of any Guarantor, its obligations under any Guarantee Agreement, other than this Agreement and the other Loan Documents and except to the extent that the foregoing clause shall not apply to Contractual Obligations which: any such agreement (a) exist on exists as of the date hereof and (to the extent not otherwise permitted by this Section 7.17) are listed on Schedule 7.17 hereto; Closing Date or is a modification, amendment, restatement, replacement, refinancing, renewal or extension thereof, (b) are is assumed by Holdings, the Borrower or any of its Subsidiaries in connection with any Acquisition permitted in Section 6.8 or is binding on a any Subsidiary at the time such Subsidiary first Person becomes a Subsidiary of the Borrower, so long as (provided that such Contractual Obligations were agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; Subsidiary), (c) arise in connection with any Lien is an agreement governing Indebtedness permitted by Section 7.01 6.2 or any customary provisions in leases, subleases, licenses, sublicenses, contracts for management or development of Property, asset sale agreements, merger agreements, stock purchase agreements and other contracts restricting the same, (d) [reserved], (e) is an agreement governing any non-Wholly Owned Subsidiary or joint venture or a Contractual Obligation of any non-Wholly Owned Subsidiary or joint venture, (f) relates to cash or other deposits (including escrowed funds) received by Holdings, the Borrower or any of its Subsidiaries or (g) relates to assets subject to Liens permitted by Sections 6.3(c), 6.3(d), 6.3(e), 6.3(f), 6.3(g), 6.3(h), 6.3(i), 6.3(j) or 6.3(l), provided that, (i) to the extent any such restrictions relate solely to agreement is entered into after the assets Closing Date, such prohibition or limitation shall only be effective against the Property or Person (and any proceeds its Subsidiaries) acquired in respect thereof) which are such Acquisition, securing such Indebtedness or that is the subject of such Lien; (d) represent Indebtedness permitted by Xxxxxxx 0.00 (x)other leases, (x)subleases, (x)licenses, (x)sublicenses, (x)agreements, (x)contracts, (x), (x) and (o); provided, that such Indebtedness shall not conflict with (i) any terms of this Agreement, any other Loan Document deposits or the terms of any other Indebtedness liens and (ii) the Borrower’s obligation to grant Liens to the Administrative Agent for the benefit of the Secured Parties in Collateral acquired after the Restatement Date in accordance with the terms of the Loan Documents; (e) represent secured Indebtedness permitted by Section 7.01(j) to the extent that such restrictions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of such Subsidiaries); (f) arise in connection with any Disposition permitted by Section 7.05, solely with respect to any non-Wholly Owned Subsidiary or joint venture, such prohibition or limitation shall only be effective against the assets so Disposed; (g) are customary provisions in joint venture agreements and other similar agreements applicable solely to such joint venture Property, revenues or the Equity Interests therein; (h) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business; (l) are customary provisions restricting assignment of any agreements; or (m) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject Capital Stock of such Permitted Securitization Program; or (n) are set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement non-Wholly Owned Subsidiary or refinancing of the Contractual Obligations referred to in clauses (a) through (l) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially less favorable to the Loan Parties and the Lenders with respect to such limitations than those applicable pursuant to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingjoint venture.

Limitation on Negative Pledge Clauses. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of the Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its property to secure the Obligations hereunder; provided, however, that the foregoing clause shall not apply to Contractual Obligations which: (a) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.177.12) are listed on Schedule 7.17 7.12 hereto; (b) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower; (c) arise in connection with any Lien permitted by Section 7.01 to the extent such restrictions relate solely to the assets (and any proceeds in respect thereof) which are the subject of such Lien; (d) represent Indebtedness permitted by Xxxxxxx 0.00 Section 7.03 (xother than secured Indebtedness permitted by Section 7.01(j), (x), (x), (x), (x), (x), (x), (x) and (o); provided, that such Indebtedness shall not conflict with (i) any terms of this Agreement, any other Loan Document or the terms of any other Indebtedness and (ii) the Borrower’s obligation to grant Liens to the Administrative Agent for the benefit of the Secured Parties in Collateral acquired after the Restatement Date in accordance with the terms of the Loan Documents; (e) represent secured Indebtedness permitted by Section 7.01(j) to the extent that such restrictions apply only to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of such Restricted Subsidiaries); (f) arise in connection with any Disposition permitted by Section 7.05, with respect to the assets so Disposed; (g) are customary provisions in joint venture agreements and other similar agreements applicable solely to such joint venture or the Equity Interests therein; (h) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business; (l) are customary provisions restricting assignment of any agreements; or; (m) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets assets (and any proceeds in respect thereof) that are the subject of such Permitted Securitization Program; or (n) are set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the Contractual Obligations referred to in clauses (ai) through (lxii) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially less favorable to the Loan Parties and the Lenders with respect to such limitations than those applicable pursuant to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist any Contractual Obligation (agreement, other than this Agreement or in connection with Indebtedness secured by any other Loan Document) that limits Lien permitted by Section 7.2 (in which case, any restriction shall only be effective against the assets subject to such Lien), which restricts the ability of the Borrower DW Animation or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property property, assets or revenues, whether now owned or hereafter acquired, to exclusively secure with such property, assets or revenues the obligations of DW Animation hereunder or Guarantee Obligations hereunder; providedin respect thereof, however, that the foregoing clause shall not apply to Contractual Obligations which: except for any such restriction existing under or by reason of (a) exist on customary provisions in leases and other agreements restricting the date hereof and assignment thereof, (to b)(i) in the extent case of any Subsidiary acquired after the Closing Date that is not otherwise permitted wholly owned, directly or indirectly, by this Section 7.17) are listed on Schedule 7.17 hereto; (b) DW Animation, restrictions or conditions imposed by its organizational documents that are binding on a such Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borroweris acquired, so long as such Contractual Obligations restrictions were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; acquisition (c) arise in connection with any Lien permitted by Section 7.01 to the extent provided that for so long as such restrictions relate solely are applicable, no other Subsidiary may be merged or consolidated with such Subsidiary if the property subject to the assets (and any proceeds in respect thereof) which are the subject such restrictions would be expanded as a result of such Lien; (dmerger or consolidation) represent Indebtedness permitted by Xxxxxxx 0.00 (x), (x), (x), (x), (x), (x), (x), (x) and (o); provided, that such Indebtedness shall not conflict with (i) any terms of this Agreement, any other Loan Document or the terms of any other Indebtedness and (ii) the Borrower’s obligation to grant Liens to the Administrative Agent for the benefit of the Secured Parties in Collateral acquired after the Restatement Date in accordance with the terms of the Loan Documents; (e) represent secured Indebtedness permitted by Section 7.01(j) to the extent that such any restrictions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of such Subsidiaries); (f) arise in connection with any Disposition permitted by Section 7.05, with respect to the assets so Disposed; (g) conditions which are customary provisions in joint venture agreements and other similar agreements applicable solely to joint ventures and other similar arrangements permitted hereunder; provided that in each case in this clause (b) such restrictions and conditions apply only to such joint venture or Subsidiary and to the Equity Interests therein; of such Subsidiary, (hc) are customary restrictions on leasesand conditions contained in agreements relating to the sale of a Subsidiary or any asset of DW Animation or any Subsidiary, subleasesin each case pending such sale; provided that such restrictions and conditions apply only to such Subsidiary or the assets that are to be sold and, licenses in each case, such sale is permitted hereunder or asset sale agreements otherwise permitted hereby (d) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing the restrictions referred to in clause (a), (b) or (c) above so long as such restrictions relate to agreement does not expand the assets subject thereto; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business; (l) are customary provisions restricting assignment of any agreements; or (m) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject scope of such Permitted Securitization Program; or (n) are set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the Contractual Obligations referred to in clauses (a) through (l) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially less favorable to the Loan Parties and the Lenders with respect to such limitations than those applicable pursuant to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingrestrictions.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Contractual Obligation (other than this Agreement agreement that prohibits or any other Loan Document) that limits the ability of the Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon on any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations hereunder; providedor, howeverin the case of any Guarantor, that its obligations under the foregoing clause shall not apply to Contractual Obligations which: Guaranty and Collateral Agreement, other than (a) exist on this Agreement and the date hereof and (to the extent not otherwise permitted by this Section 7.17) are listed on Schedule 7.17 hereto; other Loan Documents, (b) are binding on a Subsidiary at any agreements governing any purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations or other secured indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the time such Subsidiary first becomes a Subsidiary of the Borrowerassets financed thereby), (c) any agreements relating to Acquired Indebtedness permitted pursuant to Section 6.2(d)(ii) or refinancings thereof pursuant to Section 6.2(d)(iii) (so long as such Contractual Obligations were not entered into solely restrictions are no more burdensome or restrictive than those contained in contemplation of such Person becoming a Subsidiary of the Borrower; Acquired Indebtedness so refinanced) (c) arise in connection with any Lien permitted by Section 7.01 each case, to the extent such restrictions relate solely to agreements do not conflict with the assets (and any proceeds in respect thereof) which are the subject provisions of such Lien; Section 5.9), (d) represent Indebtedness permitted by Xxxxxxx 0.00 (x)customary nonassignment provisions or other restrictions on Liens arising under leases, (x)subleases, (x)licenses, (x), (x), (x), (x), (x) and (o); provided, that such Indebtedness shall not conflict with (i) any terms of this Agreement, any other Loan Document or the terms of any other Indebtedness and (ii) the Borrower’s obligation to grant Liens to the Administrative Agent for the benefit of the Secured Parties in Collateral acquired after the Restatement Date in accordance with the terms of the Loan Documents; (e) represent secured Indebtedness permitted by Section 7.01(j) to the extent that such restrictions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of such Subsidiaries); (f) arise in connection with any Disposition permitted by Section 7.05, with respect to the assets so Disposed; (g) are customary provisions in joint venture agreements and other similar agreements applicable solely to such joint venture or the Equity Interests therein; (h) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business; , (le) are customary provisions restricting assignment of any agreements; or (m) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject of such Permitted Securitization Program; or (n) are exceptions set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the Contractual Obligations referred to in clauses (a) through (l) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, "Pledged Stock" definition contained in the good faith judgment of the Borrower, not materially less favorable Guaranty and Collateral Agreement and exceptions relating to the Loan Parties Capital Stock of Persons that are not Restricted Subsidiaries, and (f) during the Lenders period that the UA Pass-Through Certificates Restriction is in effect, restrictions with respect to such limitations than those applicable pursuant to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingthe UA Subsidiaries contained in the UA Pass-Through Trust Documents.

Limitation on Negative Pledge Clauses. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of the Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its property to secure the Obligations hereunder; provided, however, that the foregoing clause shall not apply to Contractual Obligations which: (a) exist on the date hereof Original Effective Date and (to the extent not otherwise permitted by this Section 7.177.18) are listed on Schedule 7.17 7.18 hereto; (b) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (c) arise in connection with any Lien permitted by Section 7.01 to the extent such restrictions relate solely to the assets (and any proceeds in respect thereof) which are the subject of such Lien; (d) represent Indebtedness permitted by Xxxxxxx 0.00 (x), (x), (x), (x), (x), (x), (x), (x) and (or); provided, that such Indebtedness shall not conflict with (i) any terms of this Agreement, any other Loan Document or the terms of any other Indebtedness and (ii) the Borrower’s obligation to grant Liens to the Administrative Collateral Agent for the benefit of the Secured Parties in Collateral acquired after the Restatement Original Effective Date in accordance with the terms of the Loan Documents; (e) represent secured Indebtedness permitted by Section 7.01(j7.01(f) to the extent that such restrictions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of such Subsidiaries); (f) arise in connection with any Disposition permitted by Section 7.05, with respect to the assets so Disposed; (g) are customary provisions in joint venture agreements and other similar agreements applicable solely to such joint venture or the Equity Interests therein; (h) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business; (l) are customary provisions restricting assignment of any agreements; or; (m) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject of such Permitted Securitization Program; or (n) are set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the Contractual Obligations referred to in clauses (a) through (l) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially less favorable to the Loan Parties and the Lenders with respect to such limitations than those applicable pursuant to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or (n) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject of such Permitted Securitization Program.

Limitation on Negative Pledge Clauses. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of the Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its property to secure the Obligations hereunder; provided, however, that the foregoing clause shall not apply to Contractual Obligations which: (a) exist on the date hereof Amendment Effective Date and (to the extent not otherwise permitted by this Section 7.177.18) are listed on Schedule 7.17 7.18 hereto; (b) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (c) arise in connection with any Lien permitted by Section 7.01 to the extent such restrictions relate solely to the assets (and any proceeds in respect thereof) which are the subject of such Lien; (d) represent Indebtedness permitted by Xxxxxxx 0.00 (x), (x), (x), (x), (x), (x), (x), (x), (x), (s) and (ot); provided, provided that such Indebtedness shall not conflict with (i) any terms of this Agreement, any other Loan Document or the terms of any other Indebtedness and (ii) the Borrower’s obligation to grant Liens to the Administrative Collateral Agent for the benefit of the Secured Parties in Collateral acquired after the Restatement Amendment Effective Date in accordance with the terms of the Loan Documents; (e) represent secured Indebtedness permitted by Section 7.01(j7.01(f) to the extent that such restrictions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of such Subsidiaries); (f) arise in connection with any Disposition permitted by Section 7.05, with respect to the assets so Disposed; (g) are customary provisions in joint venture agreements and other similar agreements applicable solely to such joint venture or the Equity Interests therein; (h) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business; (l) are customary provisions restricting assignment of any agreements; or; (m) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject of such Permitted Securitization Program; or (n) are set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the Contractual Obligations referred to in clauses (a) through (l) above; provided, provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially less favorable to the Loan Parties and the Lenders with respect to such limitations than those applicable pursuant to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or (n) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject of such Permitted Securitization Program.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist any Contractual Obligation (agreement, other than this Agreement or in connection with Indebtedness secured by any other Loan Document) that limits Lien permitted by Section 7.2 (in which case, any restriction shall only be effective against the assets subject to such Lien), which restricts the ability of the Borrower DW Animation or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property property, assets or revenues, whether now owned or hereafter acquired, to exclusively secure with such property, assets or revenues the obligations of DW Animation hereunder or Guarantee Obligations hereunder; providedin respect thereof, however, that the foregoing clause shall not apply to Contractual Obligations which: except for any such restriction existing under or by reason of (a) exist on customary provisions in leases and other agreements restricting the date hereof and assignment thereof, (to b)(i) in the extent case of any Subsidiary acquired after August 10, 2012 that is not otherwise permitted wholly owned, directly or indirectly, by this Section 7.17) are listed on Schedule 7.17 hereto; (b) DW Animation, restrictions or conditions imposed by its organizational documents that are binding on a such Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borroweris acquired, so long as such Contractual Obligations restrictions were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; acquisition (c) arise in connection with any Lien permitted by Section 7.01 to the extent provided that for so long as such restrictions relate solely are applicable, no other Subsidiary may be merged or consolidated with such Subsidiary if the property subject to the assets (and any proceeds in respect thereof) which are the subject such restrictions would be expanded as a result of such Lien; (dmerger or consolidation) represent Indebtedness permitted by Xxxxxxx 0.00 (x), (x), (x), (x), (x), (x), (x), (x) and (o); provided, that such Indebtedness shall not conflict with (i) any terms of this Agreement, any other Loan Document or the terms of any other Indebtedness and (ii) the Borrower’s obligation to grant Liens to the Administrative Agent for the benefit of the Secured Parties in Collateral acquired after the Restatement Date in accordance with the terms of the Loan Documents; (e) represent secured Indebtedness permitted by Section 7.01(j) to the extent that such any restrictions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of such Subsidiaries); (f) arise in connection with any Disposition permitted by Section 7.05, with respect to the assets so Disposed; (g) conditions which are customary provisions in joint venture agreements and other similar agreements applicable solely to joint ventures and other similar arrangements permitted hereunder; provided that in each case in this clause (b) such restrictions and conditions apply only to such joint venture or Subsidiary and to the Equity Interests therein; of such Subsidiary, (hc) are customary restrictions on leasesand conditions contained in agreements relating to the sale of a Subsidiary or any asset of DW Animation or any Subsidiary, subleasesin each case pending such sale; provided that such restrictions and conditions apply only to such Subsidiary or the assets that are to be sold and, licenses in each case, such sale is permitted hereunder or asset sale agreements otherwise permitted hereby (d) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing the restrictions referred to in clause (a), (b) or (c) above so long as such restrictions relate to agreement does not expand the assets subject thereto; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business; (l) are customary provisions restricting assignment of any agreements; or (m) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject scope of such Permitted Securitization Program; or (n) are set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the Contractual Obligations referred to in clauses (a) through (l) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially less favorable to the Loan Parties and the Lenders with respect to such limitations than those applicable pursuant to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingrestrictions.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Contractual Obligation (other than this Agreement agreement that prohibits or any other Loan Document) that limits the ability of the Borrower a Loan Party or any Subsidiary Guarantor of its Subsidiaries 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 hereunder; provided, however, that the foregoing clause shall not apply to Contractual Obligations which: other than (a) exist on this Agreement and the date hereof and other Loan Documents, (b) the Senior Subordinated Notes or the Senior Subordinated Note Indenture or any other Indebtedness to the extent the prohibitions or limitations to so create, incur, assume or suffer to exist such Liens are not more restrictive in any material respect than those set forth in the Senior Subordinated Note Indenture (as in effect on the Closing Date or as modified pursuant to Section 7.9(c)), (c) any agreements governing (x) 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) or (y) any Indebtedness incurred pursuant to Section 7.2(k), (o) or (p) to the extent such prohibition or limitation only to the extent the assets acquired in connection with such incurrence, (d) customary restrictions on assignment of contracts contained therein, (e) customary restrictions with respect to an asset imposed pursuant to an agreement for the Disposition (which Disposition is permitted by this Section 7.177.5) of such asset, (f) agreements which are listed on Schedule 7.17 hereto; (bi) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the BorrowerSubsidiary, so long as such Contractual Obligations agreements were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (c) arise in connection with any Lien permitted by Section 7.01 to the extent such restrictions relate solely to the assets (and any proceeds in respect thereof) which are the subject of such Lien; (d) represent Indebtedness permitted by Xxxxxxx 0.00 (x)Subsidiary, (x), (x), (x), (x), (x), (x), (x) and (o); provided, that such Indebtedness shall not conflict with (i) any terms of this Agreement, any other Loan Document or the terms of any other Indebtedness and (ii) the Borrower’s obligation to grant Liens to the Administrative Agent for the benefit of the Secured Parties in Collateral acquired after the Restatement Date in accordance with the terms of the Loan Documents; (e) represent secured Indebtedness permitted by Section 7.01(j) to the extent that such restrictions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of such Subsidiaries); (f) arise in connection with any Disposition permitted by Section 7.05, with respect to the assets so Disposed; (g) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.8 and applicable solely to such joint venture or and entered into in the Equity Interests therein; ordinary course of business, (hiii) are customary restrictions on in leases, subleases, licenses or asset sale agreements arrangements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; , (iiv) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; , and (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of business; (kv) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; business and (lg) are customary provisions restricting assignment of any agreements; or (m) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent prohibition or limitation that such restrictions relate to the Securitization Assets that are the subject of such Permitted Securitization Program; or (n) are set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the Contractual Obligations referred to in clauses (a) through (l) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially less favorable to the Loan Parties and the Lenders with respect to such limitations than those applicable exists pursuant to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingapplicable Requirements of Law.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Contractual Obligation (other than this Agreement agreement that prohibits or any other Loan Document) that limits the ability of the Borrower Company or any Subsidiary Guarantor of its Subsidiaries 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 hereunder; providedor, howeverin the case of any Subsidiary Guarantor, that its obligations under the foregoing clause shall not apply to Contractual Obligations which: Guarantee and Collateral Agreement, other than (a) exist on this Agreement and the date hereof other Loan Documents, (b) any agreement described in (and permitted by) clauses (iii), (iv), (v), (vi), (vii) (except to the extent not otherwise permitted by this Section 7.17subject to limitation under clause (e) are listed on Schedule 7.17 hereto; (b) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (c) arise in connection with any Lien permitted by Section 7.01 to the extent such restrictions relate solely to the assets (and any proceeds in respect thereof) which are the subject of such Lien; (d) represent Indebtedness permitted by Xxxxxxx 0.00 (xbelow), (xviii), (x), (x), (x), (x), (xix), (x) and (o); providedxii) of Section 6.13, that such Indebtedness shall not conflict (c) customary restrictions and conditions contained in agreements relating to a Permitted Receivables Facility or a Permitted Factoring Transaction, (d) restrictions and conditions contained in any documents, agreements and instruments evidencing Permitted Secured Debt assumed in connection with a Permitted Acquisition so long as (i) any terms such Permitted Secured Debt is permitted by Section 6.01(r), (ii) such restrictions and conditions are applicable only to the Subsidiaries or Properties acquired pursuant to such Permitted Acquisition and (iii) such restrictions and conditions were not created (or made more restrictive) in connection with or in anticipation of this Agreement, any other Loan Document or the terms such Permitted Acquisition and (e) agreements containing negative pledges and restrictions on Liens in favor of any other holder of Indebtedness permitted under Section 6.01(f), (g), (j), (n), (p), (s), (t) or (u), in each case, (x) if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (iiy) the Borrower’s obligation to grant if such Indebtedness is incurred during a Collateral Release Period, only if such negative pledge or restriction permits Liens to the Administrative Agent for the benefit of the Secured Parties in Collateral acquired after the Restatement Date in accordance with the terms of the Loan Documents; (e) represent secured Indebtedness permitted by Section 7.01(j) to the extent that such restrictions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of such Subsidiaries); (f) arise in connection with any Disposition permitted by Section 7.05, with respect to the assets so Disposed; (g) are customary provisions in joint venture agreements and other similar agreements applicable solely to such joint venture or the Equity Interests therein; (h) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business; (l) are customary provisions restricting assignment of any agreements; or (m) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject of such Permitted Securitization Program; or (n) are set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the Contractual Obligations referred to in clauses (a) through (l) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially less favorable to the Loan Parties Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Secured Obligations under the Loan Documents on a senior basis (in an aggregate principal amount equal to at least the aggregate principal Dollar Amount of all Term Loans and the sum of the Revolving Commitments on the date of the incurrence thereof) and without a requirement that such limitations than those applicable pursuant holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis (except to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingthe extent permitted under Section 2.21 in respect of any Incremental Equivalent Debt).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Contractual Obligation (other than this Agreement agreement that prohibits or any other Loan Document) that limits the ability of the Borrower or any Subsidiary Guarantor of its Subsidiaries 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 hereunder; providedor, howeverin the case of any Subsidiary Guarantor, its obligations under any Guarantee Agreement, other than this Agreement and the other Loan Documents and except to the extent that the foregoing clause shall not apply to Contractual Obligations which: any such agreement (a) exist on exists as of the date hereof and (to the extent not otherwise permitted by this Section 7.17) are listed on Schedule 7.17 hereto; Closing Date or is a modification, amendment, restatement, replacement, refinancing, renewal or extension thereof, (b) are is assumed by the Borrower or any of its Subsidiaries in connection with any Permitted Acquisition permitted in Section 6.6 or is binding on a any Subsidiary at the time such Subsidiary first Person becomes a Subsidiary of the Borrower, so long as (provided that such Contractual Obligations were agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; Subsidiary), (c) arise in connection with any Lien is an agreement governing Indebtedness permitted by Section 7.01 6.1 or any customary provisions in leases, subleases, licenses, sublicenses, contracts for management or development of Property, asset sale agreements, merger or amalgamation agreements, stock purchase agreements and other contracts restricting the same, (d) is an agreement governing any non-Wholly Owned Subsidiary or joint venture or a Contractual Obligation of any non-Wholly Owned Subsidiary or joint venture, (e) relates to cash or other deposits (including escrowed funds) received by the Borrower or any of its Subsidiaries or (f) relates to assets subject to Liens permitted by Sections 6.2(c), 6.2(d), 6.2(e), 6.2(f), 6.2(g), 6.2(h), 6.2(i), 6.2(j), 6.2(l) or 6.2(x), provided that, (i) to the extent any such restrictions relate solely to agreement is entered into after the assets Closing Date, such prohibition or limitation shall only be effective against the Property or Person (and any proceeds its Subsidiaries) acquired in respect thereof) which are such Permitted Acquisition, securing such Indebtedness or that is the subject of such Lien; (d) represent Indebtedness permitted by Xxxxxxx 0.00 (x)other leases, (x)subleases, (x)licenses, (x)sublicenses, (x)agreements, (x)contracts, (x), (x) and (o); provided, that such Indebtedness shall not conflict with (i) any terms of this Agreement, any other Loan Document deposits or the terms of any other Indebtedness liens and (ii) the Borrower’s obligation to grant Liens to the Administrative Agent for the benefit of the Secured Parties in Collateral acquired after the Restatement Date in accordance with the terms of the Loan Documents; (e) represent secured Indebtedness permitted by Section 7.01(j) to the extent that such restrictions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of such Subsidiaries); (f) arise in connection with any Disposition permitted by Section 7.05, solely with respect to any non-Wholly Owned Subsidiary or joint venture, such prohibition or limitation shall only be effective against the assets so Disposed; (g) are customary provisions in joint venture agreements and other similar agreements applicable solely to such joint venture Property, revenues or the Equity Interests therein; (h) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business; (l) are customary provisions restricting assignment of any agreements; or (m) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject Capital Stock of such Permitted Securitization Program; or (n) are set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement non-Wholly Owned Subsidiary or refinancing of the Contractual Obligations referred to in clauses (a) through (l) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially less favorable to the Loan Parties and the Lenders with respect to such limitations than those applicable pursuant to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingjoint venture.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Contractual Obligation (other than this Agreement agreement that prohibits or any other Loan Document) that limits the ability of the Borrower Company or any Subsidiary Guarantor of its Subsidiaries 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 hereunder; providedor, howeverin the case of any Subsidiary Guarantor, that its obligations under the foregoing clause shall not apply to Contractual Obligations which: Guarantee and Collateral Agreement, other than (a) exist on this Agreement and the date hereof other Loan Documents, (b) any agreement described in (and permitted by) clauses (iii), (iv), (v), (vi), (vii) (except to the extent not otherwise permitted by this Section 7.17subject to limitation under clause (e) are listed on Schedule 7.17 hereto; (b) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (c) arise in connection with any Lien permitted by Section 7.01 to the extent such restrictions relate solely to the assets (and any proceeds in respect thereof) which are the subject of such Lien; (d) represent Indebtedness permitted by Xxxxxxx 0.00 (xbelow), (xviii), (x), (x), (x), (x), (xix), (x) and (o); providedxii) of Section 6.13, that such Indebtedness shall not conflict (c) customary restrictions and conditions contained in agreements relating to a Permitted Receivables Facility or a Permitted Factoring Transaction, (d) restrictions and conditions contained in any documents, agreements and instruments evidencing Permitted Secured Debt assumed in connection with a Permitted Acquisition so long as (i) any terms such Permitted Secured Debt is permitted by Section 6.01(r), (ii) such restrictions and conditions are applicable only to the Subsidiaries or Properties acquired pursuant to such Permitted Acquisition and (iii) such restrictions and conditions were not created (or made more restrictive) in connection with or in anticipation of this Agreement, any other Loan Document or the terms such Permitted Acquisition and (e) agreements containing negative pledges and restrictions on Liens in favor of any other holder of Indebtedness permitted under Section 6.01(f), (g), (j), (n), (p), (s), (t) or (u) but, in each case, (x) if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (iiy) the Borrower’s obligation to grant if such Indebtedness is incurred during a Collateral Release Period, only if such negative pledge or restriction permits Liens to the Administrative Agent for the benefit of the Secured Parties in Collateral acquired after the Restatement Date in accordance with the terms of the Loan Documents; (e) represent secured Indebtedness permitted by Section 7.01(j) to the extent that such restrictions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of such Subsidiaries); (f) arise in connection with any Disposition permitted by Section 7.05, with respect to the assets so Disposed; (g) are customary provisions in joint venture agreements and other similar agreements applicable solely to such joint venture or the Equity Interests therein; (h) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business; (l) are customary provisions restricting assignment of any agreements; or (m) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject of such Permitted Securitization Program; or (n) are set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the Contractual Obligations referred to in clauses (a) through (l) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially less favorable to the Loan Parties Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Secured Obligations under the Loan Documents on a senior basis (in an aggregate principal amount equal to at least the aggregate principal Dollar Amount of all Term Loans and the sum of the Revolving Commitments on the date of the incurrence thereof) and without a requirement that such limitations than those applicable pursuant holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis (except to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingthe extent permitted under Section 2.21 in respect of any Incremental Equivalent Debt).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Contractual Obligation (other than this Agreement agreement that prohibits or any other Loan Document) that limits the ability of the Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon on any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations hereunder; providedor, howeverin the case of any Guarantor, that its obligations under the foregoing clause shall not apply to Contractual Obligations which: Guaranty and Collateral Agreement, other than (a) exist on this Agreement and the date hereof and (to the extent not otherwise permitted by this Section 7.17) are listed on Schedule 7.17 hereto; other Loan Documents, (b) are binding on a Subsidiary at any agreements governing any purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations or other secured indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the time such Subsidiary first becomes a Subsidiary of the Borrowerassets financed thereby), (c) any agreements relating to Acquired Indebtedness permitted pursuant to Section 6.2(d)(ii) or refinancings thereof pursuant to Section 6.2(d)(iii) (so long as such Contractual Obligations were not entered into solely restrictions are no more burdensome or restrictive than those contained in contemplation of such Person becoming a Subsidiary of the Borrower; Acquired Indebtedness so refinanced) (c) arise in connection with any Lien permitted by Section 7.01 each case, to the extent such restrictions relate solely to agreements do not conflict with the assets (and any proceeds in respect thereof) which are the subject provisions of such Lien; Section 5.9), (d) represent Indebtedness permitted by Xxxxxxx 0.00 (x)customary nonassignment provisions or other restrictions on Liens arising under leases, (x)subleases, (x)licenses, (x), (x), (x), (x), (x) and (o); provided, that such Indebtedness shall not conflict with (i) any terms of this Agreement, any other Loan Document or the terms of any other Indebtedness and (ii) the Borrower’s obligation to grant Liens to the Administrative Agent for the benefit of the Secured Parties in Collateral acquired after the Restatement Date in accordance with the terms of the Loan Documents; (e) represent secured Indebtedness permitted by Section 7.01(j) to the extent that such restrictions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of such Subsidiaries); (f) arise in connection with any Disposition permitted by Section 7.05, with respect to the assets so Disposed; (g) are customary provisions in joint venture agreements and other similar agreements applicable solely to such joint venture or the Equity Interests therein; (h) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business; , (le) are customary provisions restricting assignment of any agreements; or (m) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject of such Permitted Securitization Program; or (n) are exceptions set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the Contractual Obligations referred to in clauses (a) through (l) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, “Pledged Stock” definition contained in the good faith judgment of the Borrower, not materially less favorable Guaranty and Collateral Agreement and exceptions relating to the Loan Parties Capital Stock of Persons that are not Restricted Subsidiaries, and (f) during the Lenders period that the UA Pass-Through Certificates Restriction is in effect, restrictions with respect to such limitations than those applicable pursuant to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingthe UA Subsidiaries contained in the UA Pass-Through Trust Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Contractual Obligation (other than this Agreement agreement that prohibits or any other Loan Document) that limits the ability of the Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon on any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations hereunder; providedor, howeverin the case of any Guarantor, that its obligations under the foregoing clause shall not apply to Contractual Obligations which: Guaranty and Collateral Agreement, other than (a) exist on this Agreement and the date hereof and (to the extent not otherwise permitted by this Section 7.17) are listed on Schedule 7.17 hereto; other Loan Documents, (b) are binding on a Subsidiary at any agreements governing any purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations, leases of Digital Cinema Equipment from any DCIP Entity or other secured indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the time such Subsidiary first becomes a Subsidiary of the Borrowerassets financed thereby), (c) any agreements relating to Acquired Indebtedness permitted pursuant to Section 6.2(d)(ii) or refinancings thereof pursuant to Section 6.2(d)(iii) (so long as such Contractual Obligations were not entered into solely restrictions are no more burdensome or restrictive than those contained in contemplation of such Person becoming a Subsidiary of the Borrower; Acquired Indebtedness so refinanced) (c) arise in connection with any Lien permitted by Section 7.01 each case, to the extent such restrictions relate solely to agreements do not conflict with the assets (and any proceeds in respect thereof) which are the subject provisions of such Lien; Section 5.9), (d) represent Indebtedness permitted by Xxxxxxx 0.00 (x)customary nonassignment provisions or other restrictions on Liens arising under leases, (x)subleases, (x)licenses, (x), (x), (x), (x), (x) and (o); provided, that such Indebtedness shall not conflict with (i) any terms of this Agreement, any other Loan Document or the terms of any other Indebtedness and (ii) the Borrower’s obligation to grant Liens to the Administrative Agent for the benefit of the Secured Parties in Collateral acquired after the Restatement Date in accordance with the terms of the Loan Documents; (e) represent secured Indebtedness permitted by Section 7.01(j) to the extent that such restrictions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of such Subsidiaries); (f) arise in connection with any Disposition permitted by Section 7.05, with respect to the assets so Disposed; (g) are customary provisions in joint venture agreements and other similar agreements applicable solely to such joint venture or the Equity Interests therein; (h) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business; , (le) are customary provisions restricting assignment of any agreements; or (m) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject of such Permitted Securitization Program; or (n) are exceptions set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the Contractual Obligations referred to in clauses (a) through (l) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, “Pledged Stock” definition contained in the good faith judgment of the Borrower, not materially less favorable Guaranty and Collateral Agreement and exceptions relating to the Loan Parties Capital Stock of Persons that are not Restricted Subsidiaries, and (f) during the Lenders period that the UA Pass-Through Certificates Restriction is in effect, restrictions with respect to such limitations than those applicable pursuant to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingthe UA Subsidiaries contained in the UA Pass-Through Trust Documents.

Limitation on Negative Pledge Clauses. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of the Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its property to secure the Obligations hereunder; provided, however, that the foregoing clause shall not apply to Contractual Obligations which: (a) exist on the date hereof Amendment Effective Date and (to the extent not otherwise permitted by this Section 7.177.16) are listed on Schedule 7.17 7.16 hereto; (b) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (c) arise in connection with any Lien permitted by Section 7.01 to the extent such restrictions relate solely to the assets (and any proceeds in respect thereof) which are the subject of such Lien; (d) represent Indebtedness permitted by Xxxxxxx 0.00 Sections 7.02 (xb), (xc), (xd), (xe), (xj), (xk), (xm), (xq), (s) and (ot); provided, provided that such Indebtedness shall not conflict with (i) any terms of this Agreement, any other Loan Document or the terms of any other Indebtedness and (ii) the Borrower’s obligation to grant Liens to the Administrative Collateral Agent for the benefit of the Secured Parties in Collateral acquired after the Restatement Amendment Effective Date in accordance with the terms of the Loan Documents; (e) represent secured Indebtedness permitted by Section 7.01(j7.01(f) to the extent that such restrictions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of such Subsidiaries); (f) arise in connection with any Disposition permitted by Section 7.05, with respect to the assets so Disposed; (g) are customary provisions in joint venture agreements and other similar agreements applicable solely to such joint venture or the Equity Interests therein; (h) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business; (l) are customary provisions restricting assignment of any agreements; or; (m) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject of such Permitted Securitization Program; or (n) are set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the Contractual Obligations referred to in clauses (a) through (l) above; provided, provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially less favorable to the Loan Parties and the Lenders with respect to such limitations than those applicable pursuant to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or (n) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject of such Permitted Securitization Program.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Contractual Obligation (other than this Agreement agreement that prohibits or any other Loan Document) that limits the ability of the Parent, Holdings, the Borrower or any Subsidiary Guarantor of its Class I Restricted Subsidiaries 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 hereunder; providedor, howeverin the case of any Guarantor, that its obligations under the foregoing clause shall not apply to Contractual Obligations whichGuarantee and Collateral Agreement, other than: (a) exist on this Agreement and the date hereof and (to the extent not otherwise permitted by this Section 7.17) are listed on Schedule 7.17 heretoother Loan Documents; (b) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the BorrowerSenior Subordinated Note Indentures; (c) arise 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); (d) in connection with any Lien permitted by under Section 7.01 to the extent 7.3(b), (f), (k), (m) or (o) or any document or instrument governing any such restrictions relate solely to Lien, provided that such prohibition or limitation shall only be effective against the assets (and any proceeds in respect thereof) which are the subject of to such Lien; (de) represent Indebtedness pursuant to customary restrictions and conditions contained in any agreement related to the sale of any property permitted by Xxxxxxx 0.00 (x)under Section 7.5, (x)pending the consummation of such sale, (x), (x), (x), (x), (x), (x) and (o); provided, provided that such Indebtedness prohibition or limitation shall not conflict with (i) any terms of this Agreement, any other Loan Document or only be effective against the terms of any other Indebtedness and (ii) the Borrower’s obligation assets to grant Liens to the Administrative Agent for the benefit of the Secured Parties in Collateral acquired after the Restatement Date in accordance with the terms of the Loan Documents; (e) represent secured Indebtedness permitted by Section 7.01(j) to the extent that such restrictions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of such Subsidiaries)be sold; (f) arise in connection with any Disposition permitted by Section 7.05leases, with respect to the assets so Disposed; (g) are customary provisions in joint venture agreements licenses and other similar agreements applicable solely to such joint venture or the Equity Interests therein; (h) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of businessbusiness (other than for Indebtedness); (kg) are restrictions on cash or other deposits imposed under contracts provisions in corporate charters, bylaws, stockholders agreements, partnership agreements, limited liability company agreements and similar agreements entered into in connection with Investments permitted by Section 7.8 and negotiated in good faith and not with the ordinary course purpose of business;avoiding the restrictions of this Section; and (lh) are customary provisions restricting assignment of any agreements; or agreements governing the Peso Subfacility or the Third-Party Peso Loans otherwise permitted hereby (m) are restrictions imposed by in which case, any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject of such Permitted Securitization Program; or (n) are set forth prohibition or limitation shall only be effective in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing respect of the Contractual Obligations referred to in clauses (a) through (l) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment Capital Stock and assets of the Borrower, not materially less favorable to the Loan Parties and the Lenders with respect to such limitations than those applicable pursuant to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingClass II Restricted Subsidiaries).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Contractual Obligation (other than this Agreement agreement that prohibits or any other Loan Document) that limits the ability of the Parent, Holdings, Intermediate Holdings, the Borrower or any Subsidiary Guarantor of its Class I Restricted Subsidiaries 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 hereunder; providedor, howeverin the case of any Guarantor, that its obligations under the foregoing clause shall not apply to Contractual Obligations whichGuarantee and Collateral Agreement, other than: (a) exist on this Agreement and the date hereof and (to the extent not otherwise permitted by this Section 7.17) are listed on Schedule 7.17 heretoother Loan Documents; (b) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the BorrowerSenior Subordinated Note Indenture; (c) arise the Senior Discount Note Indenture; (d) 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); (e) in connection with any Lien permitted by under Section 7.01 to the extent 7.3(b), (c), (d), (f), (g), (i), (k), (m), (o), (s), (u) or (v) or any document or instrument governing any such restrictions relate solely to Lien, provided that such prohibition or limitation shall only be effective against the assets (and any proceeds in respect thereof) which are the subject of to such Lien; (df) represent Indebtedness pursuant to customary restrictions and conditions contained in any agreement related to the sale of any property permitted by Xxxxxxx 0.00 (x)under Section 7.5, (x)pending the consummation of such sale, (x), (x), (x), (x), (x), (x) and (o); provided, provided that such Indebtedness prohibition or limitation shall not conflict with (i) any terms of this Agreement, any other Loan Document or the terms of any other Indebtedness and (ii) the Borrower’s obligation to grant Liens to the Administrative Agent for the benefit of the Secured Parties in Collateral acquired after the Restatement Date in accordance with the terms of the Loan Documents; (e) represent secured Indebtedness permitted by Section 7.01(j) to the extent that such restrictions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of such Subsidiaries); (f) arise in connection with any Disposition permitted by Section 7.05, with respect to be effective against the assets so Disposedto be sold; (g) are customary provisions in joint venture agreements leases, licenses and other similar agreements applicable solely to such joint venture or the Equity Interests therein; (h) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of businessbusiness (other than for Indebtedness); (kh) are provisions in corporate charters, bylaws, stockholders agreements, partnership agreements, limited liability company agreements and similar agreements entered into in connection with Investments permitted by Section 7.8 and negotiated in good faith and not with the purpose of avoiding the restrictions of this Section; and (i) restrictions on cash or other deposits or net worth imposed under contracts entered into by customers and suppliers in the ordinary course of business; (l) are customary provisions restricting assignment of any agreements; or (m) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the Securitization Assets that are the subject of such Permitted Securitization Program; or (n) are set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the Contractual Obligations referred to in clauses (a) through (l) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially less favorable to the Loan Parties and the Lenders with respect to such limitations than those applicable pursuant to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.