Limitation on Negative Pledges and Restrictive Agreements. Enter into, or permit to exist, any contractual obligation (except for this Agreement and the other Loan Documents) that (a) encumbers or restricts the ability of any such Person to (i) perform its obligations hereunder or under any other Loan Document; (ii) make dividends or distribution to the Borrower, (iii) pay any Indebtedness or other obligation owed to the Borrower, (iv) make loans or advances to the Borrower, (v) create any Lien upon any of their properties or assets, whether now owned or hereafter acquired (except, in the case of this clause (a)(v) only, (1) for any document or instrument 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), (2) customary provisions restricting assignment of any licensing agreement (in which the Borrower or its Subsidiaries are the licensee) with respect to a contract entered into with the Borrower or its Subsidiaries in the ordinary course of business, (3) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of the Borrower and its Subsidiaries and (4) for any document or instrument governing any Indebtedness permitted by Section 9.1(b) or any Indebtedness permitted by Section 9.1(f) to the extent such Indebtedness constitutes senior notes issued by Borrower ranking pari passu with the Obligations and the Indebtedness described on Schedule 9.1) or (vi) Guaranty the Obligations or (b) requires the grant of any Lien (other than a Permitted Lien or as may be required pursuant to any document or instrument governing the Indebtedness described on Schedule 9.1 or any other document or instrument pursuant to which Borrower may issue senior notes ranking pari passu thereto solely to the extent such Indebtedness evidenced by such senior notes is permitted under Section 9.1[Indebtedness] ) on property for any obligation if a Lien on such property is given as security for the Obligations.
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Limitation on Negative Pledges and Restrictive Agreements. Enter into, or permit to exist, any contractual obligation (except for this Agreement and the other Loan Documents) that
that (a) encumbers or restricts the ability of any such Person to (i) perform its obligations hereunder or under any other to act as a Loan DocumentParty; (ii) make dividends or distribution to the Borrowerany Loan Party, (iii) pay any Indebtedness or other obligation owed to the Borrowerany Loan Party, (iv) make loans or advances to the Borrowerany Loan Party, or (v) create any Lien upon any of their properties or assets, whether now owned or hereafter acquired (except, in the case of this clause (a)(v) only, (1) for any document or instrument 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), (2) customary provisions restricting assignment of any licensing agreement (in which the Borrower a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into with the Borrower by a Loan Party or its Subsidiaries in the ordinary course of business, (3) business and customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of the Borrower a Loan Party and its Subsidiaries and (4Subsidiaries) for any document or instrument governing any Indebtedness permitted by Section 9.1(b) or any Indebtedness permitted by Section 9.1(f) to the extent such Indebtedness constitutes senior notes issued by Borrower ranking pari passu with the Obligations and the Indebtedness described on Schedule 9.1) or (vi) Guaranty the Obligations or (b) requires the grant of any Lien (other than a Permitted Lien or as may be required pursuant to any document or instrument governing the Indebtedness described on Schedule 9.1 or any other document or instrument pursuant to which Borrower may issue senior notes ranking pari passu thereto solely to the extent such Indebtedness evidenced by such senior notes is permitted under Section 9.1[Indebtedness] ) on property for any obligation if a Lien on such property is given as security for the Obligations; provided, however, that the foregoing clause shall not apply to contractual obligations which:
(a) arise in connection with any Disposition permitted by Section 8.6 solely with respect to the assets that are the subject of such Disposition;
(b) are customary provisions in joint venture agreements and other similar agreements applicable solely to such joint venture or the Equity Interests therein;
(c) are customary restrictions on leases, subleases, licenses or sale agreements otherwise permitted hereby, so long as such restrictions relate to the assets subject thereto;
(d) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries;
(e) are customary limitations (including financial statements) existing under or by reason of leases entered into in the ordinary course of business;
(f) are restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business;
(g) are customary provisions restricting assignment of any agreements;
(h) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent such restrictions relate to the assets (and any proceeds in respect thereof) that are the subject of such Permitted Securitization Program;
(i) 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 (h) 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 Party with respect to such limitations than those applicable to such contractual obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;
(j) arise under any escrow arrangements and that relate only to Xxxxx referred to in clause (dd) of the definition of Permitted Liens; or
(k) arise under any document governing Indebtedness pursuant to Section 8.1(u), Section 8.1(v) or Section 8.1(w); provided that, other than pursuant to any Indebtedness incurred pursuant to Section 8.1(u) during the first 364 days following the funding thereof, any such contractual obligations permitted pursuant to this Section 8.15(k) shall not be more restrictive in any material respect, taken as a whole, than the obligations contained in the Loan Documents.
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Limitation on Negative Pledges and Restrictive Agreements. Enter into, or permit to exist, any contractual obligation (except for this Agreement and the other Loan Documents) that
that (a) encumbers or restricts the ability of any such Person to (i) perform its obligations hereunder or under any other Loan Document; (ii) make dividends or distribution to the Borrower, (iii) pay any Indebtedness or other obligation owed to the Borrower, (iv) make loans or advances to the Borrower, (v) create any Lien upon any of their properties or assets, whether now owned or hereafter acquired (except, in the case of this clause (a)(v) only, (1) for any document or instrument 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), (2) customary provisions restricting assignment of any licensing agreement (in which the Borrower or its Subsidiaries are the licensee) with respect to a contract entered into with the Borrower or its Subsidiaries in the ordinary course of business, (3) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of the Borrower and its Subsidiaries and (4) for any document or instrument governing any Indebtedness permitted by Section 9.1(b) or any Indebtedness permitted by Section 9.1(f) to the extent such Indebtedness constitutes senior notes issued by Borrower ranking pari passu with the Obligations and the Indebtedness described on Schedule 9.1) or (vi) Guaranty the Obligations or (b) requires the grant of any Lien (other than a Permitted Lien or as may be required pursuant to any document or instrument governing the Indebtedness described on Schedule 9.1 or any other document or instrument pursuant to which Borrower may issue senior notes ranking pari passu thereto solely to the extent such Indebtedness evidenced by such senior notes is permitted under Section 9.1[Indebtedness] ) on property for any obligation if a Lien on such property is given as security for the Obligations.
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Limitation on Negative Pledges and Restrictive Agreements. Enter into, or permit to exist, any contractual obligation (except for this Agreement and the other Loan Documents) that
that (a) encumbers or restricts the ability of any such Person to (i) perform its obligations hereunder or under any other to act as a Loan DocumentParty; (ii) make dividends or distribution to the Borrowerany Loan Party, (iii) pay any Indebtedness or other obligation owed to the Borrowerany Loan Party, (iv) make loans or advances to the Borrowerany Loan Party, or (v) create any Lien upon any of their properties or assets, whether now owned or hereafter acquired (except, in the case of this clause (a)(v) only, (1) for any document or instrument 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), (2) customary provisions restricting assignment of any licensing agreement (in which the Borrower a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into with the Borrower by a Loan Party or its Subsidiaries in the ordinary course of business, (3) business and customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of the Borrower a Loan Party and its Subsidiaries and (4Subsidiaries) for any document or instrument governing any Indebtedness permitted by Section 9.1(b) or any Indebtedness permitted by Section 9.1(f) to the extent such Indebtedness constitutes senior notes issued by Borrower ranking pari passu with the Obligations and the Indebtedness described on Schedule 9.1) or (vi) Guaranty the Obligations or (b) requires the grant of any Lien (other than a Permitted Lien or as may be required pursuant to any document or instrument governing the Indebtedness described on Schedule 9.1 or any other document or instrument pursuant to which Borrower may issue senior notes ranking pari passu thereto solely to the extent such Indebtedness evidenced by such senior notes is permitted under Section 9.1[Indebtedness] ) on property for any obligation if a Lien on such property is given as security for the Obligations; provided, however, that the foregoing clause shall not apply to contractual obligations which:
(a) arise in connection with any Disposition permitted by Section 8.6 solely with respect to the assets that are the subject of such Disposition;
(b) are customary provisions in joint venture agreements and other similar agreements applicable solely to such joint venture or the Equity Interests therein;
(c) are customary restrictions on leases, subleases, licenses or sale agreements otherwise permitted hereby, so long as such restrictions relate to the assets subject thereto;
(d) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries;
(e) are customary limitations (including financial statements) existing under or by reason of leases entered into in the ordinary course of business;
(f) are restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business;
(g) are customary provisions restricting assignment of any agreements;
(h) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent such restrictions relate to the assets (and any proceeds in respect thereof) that are the subject of such Permitted Securitization Program; or
(i) 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 (h) 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 Party with respect to such limitations than those applicable to such contractual obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
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