Common use of Negative Pledge Clauses Clause in Contracts

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party, other than restrictions existing under or by reason of (a) applicable law, (b) this Agreement and the other Loan Documents, (c) the First Lien Note Indenture, (d) the Second Lien Note Indenture, (e) the Senior Unsecured Note Indenture, (f) the Senior Subordinated Note Indenture, (g) any Permitted Refinancing Debt Document, (h) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or a Subsidiary of Holdings, (i) customary provisions restricting assignment of any licensing agreement entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business, and (j) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party, other than restrictions existing under or by reason of (a) applicable lawLaw, (b) this Agreement and the other Loan Documents, (c) the First Second Lien Note Indenture, (d) the Second Lien Note Indenture, (e) the Senior Unsecured Note Indenture, (f) the Senior Subordinated Note Indenture, (g) any Permitted Refinancing Debt Document, (he) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or a Subsidiary of Holdings, (if) customary provisions restricting assignment of any licensing agreement entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business, business and (jg) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party, other than restrictions existing under or by reason of (a) applicable law, (b) this Agreement and the other Loan Documents, (c) the First Lien Note Indenture, (d) the Second Lien Note Indenture, (e) the Senior Unsecured Note Indenture, (f) the Senior Subordinated Note Indenture, (g) any Permitted Refinancing Debt Document, (h) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or a Subsidiary of Holdings, (i) customary provisions restricting assignment of any licensing agreement entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business, and (jb) 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), (c) the documentation evidencing the Senior Subordinated Notes and any Permitted Refinancing thereof, (d) contained in agreements relating to the sale of a Subsidiary permitted hereunder pending such sale and only with respect to the specific property subject to such Lienssale, (e) contained in agreements evidencing Indebtedness permitted under Section 8.2(k), solely with respect to property of Foreign Subsidiaries and (f) contained in licenses or leases entered into in the ordinary course of business.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, incur or assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party, party other than restrictions existing under or by reason of (a) applicable law, (b) this Agreement and the other Loan Documents, (b) the Revolving Facility Agreement and the other Revolving Facility Documents, (c) agreements evidencing Indebtedness of any Foreign Subsidiary of the First Lien Note IndentureBorrower permitted hereunder (provided that any prohibition or limitation thereunder is limited to the property or assets of such Foreign Subsidiary), (d) the Second Lien Note Indentureleases, (e) the Senior Unsecured Note Indenturelicenses, (f) the Senior Subordinated Note Indenture, (g) any Permitted Refinancing Debt Document, (h) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or a Subsidiary of Holdings, (i) customary provisions restricting assignment of any licensing agreement joint venture agreements and similar agreements entered into by Holdings or any Subsidiary of Holdings in the ordinary course of businessbusiness (provided that any prohibition or limitation thereunder relates to customary provisions restricting assignments, subletting or other transfers and is limited to the property or assets subject to such agreement or arrangement), and (je) 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 subject to such Liensfinanced thereby).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under other than (a) this Agreement, any of the other the Loan Documents to which it is a party, other than restrictions existing under or by reason of (a) applicable law, (b) this Agreement and the other Loan Documents, (c) the First Lien Note Indenture, (d) the Second Lien Note Indenture, (e) the Senior Unsecured Note Indenture, (f) the Senior Subordinated Note Indenture, (g) any Permitted Refinancing Debt Document, (h) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or a Subsidiary of Holdings, (i) customary provisions restricting assignment of any licensing agreement entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business, and (jb) any agreements governing any Liens secured Indebtedness otherwise permitted hereby (in which case, case any prohibition or limitation shall apply only to the property or assets securing such Indebtedness), (c) any agreements evidencing Permitted Liens, (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof, and (e) customary restrictions and conditions contained in any agreement governing any Disposition permitted hereunder pending such Disposition, provided, that such restrictions and conditions only apply to the property or Subsidiary that is to be effective against the assets subject to such Liens)sold.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party, other than restrictions existing under or by reason of (a) applicable law, (b) this Agreement and the other Loan Documents, (c) the First Lien Note Indenture, (d) the Second Lien Note Indenture, (e) the Senior Unsecured Note Indenture, (f) the Senior Subordinated Note Indenture, (g) any Permitted Refinancing Debt Document, (h) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or a Subsidiary of Holdings, (i) customary provisions restricting assignment of any licensing agreement entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business, and (jb) 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), (c) the Unsecured Credit Agreement and any documentation governing any Permitted Refinancing thereof, (d) any agreements relating to the sale of a Subsidiary permitted hereunder pending such sale and only with respect to the specific property subject to such Lienssale, (e) any agreements evidencing Indebtedness permitted under Section 8.2(k), solely with respect to property of Foreign Subsidiaries and (f) any licenses or leases entered into in the ordinary course of business.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party, other than restrictions existing under or by reason of (a) applicable law, (b) pursuant to and permitted by this Agreement and the other Loan Documents, (cb) the First Lien Senior Note Indenture, (d) the Second Lien Note Indenture, (e) the Senior Unsecured Note Indenture, (f) the Senior Subordinated Note Indenture, (g) the Holdings Note Indenture and any Permitted Refinancing Debt DocumentHoldings Preferred Stock, (h) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or a Subsidiary of Holdings, (i) customary provisions restricting assignment of any licensing agreement entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business, and (jc) 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 subject financed thereby), (d) customary restrictions and conditions contained in agreements related to Permitted Seller Debt; provided such Liens)restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale is permitted under this agreement, and (e) customary provisions in leases and other contracts restricting assignment thereof in existence on the date hereof or entered into consistent with past practice.

Negative Pledge Clauses. Enter Each of the Borrower and Holdings will not, and will not permit any of its Subsidiaries or Joint Ventures to, directly or indirectly, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower, Holdings or any Loan Party of its Subsidiaries or Joint Ventures to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party, including any agreement which requires other Indebtedness or Contractual Obligation to be equally and ratably secured with any Lien securing the Obligations, other than restrictions existing under or by reason of (a) applicable law, (b) this Agreement and the other Loan Documents, (c) the First Lien Note Indenture, (d) Loan Documents and the Second Lien Note Indenture, (e) documents of the Senior Unsecured Note Indenture, (f) the Senior Subordinated Note Indenture, (g) any Permitted Refinancing Debt Document, (h) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or a Subsidiary of Holdings, (i) customary provisions restricting assignment of any licensing agreement entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business, Additional Secured Indebtedness and (jb) 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 subject to such Liensfinanced thereby).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party, other than restrictions existing under or by reason of (a) applicable law, (b) pursuant to and permitted by this Agreement and the other Loan Documents, (cb) the First Lien Senior Note Indenture, (d) the Second Lien Note Indenture, (e) the Senior Unsecured Note Indenture, (f) the Senior Subordinated Note Indenture, (g) the Holdings Note Indenture and any Permitted Refinancing Debt DocumentHoldings Preferred Stock, (h) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or a Subsidiary of Holdings, (i) customary provisions restricting assignment of any licensing agreement entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business, and (jc) 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 subject financed thereby), (d) customary restrictions and conditions contained in agreements related to Permitted Seller Debt; provided such Liens)restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale is permitted under this agreement, and (e) customary provisions in leases and other contracts restricting assignment thereof in existence on the Original Closing Date or entered into consistent with past practice.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party or Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party, other than restrictions existing under or by reason of (a) applicable law, (bi) this Agreement and the other Loan Credit Documents, (cii) the First Lien Note Holdings Indenture, (diii) the Second Lien Note Borrower Indenture, (eiv) the Senior Unsecured Note Indentureany Term Loan Refinancing Debt, (f) the Senior Subordinated Note Indenture, (g) any Permitted Refinancing Debt Document, (h) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or a Subsidiary of Holdings, (i) customary provisions restricting assignment of any licensing agreement entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business, and (jv) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), and (vi) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business (provided, that such restrictions are limited to the property or assets subject to such Liensleases, licenses, joint venture agreements or similar agreements, as the case may be).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party, other than restrictions existing under or by reason of (a) applicable law, (b) pursuant to and permitted by this Agreement and the other Loan Documents, (cb) the First Lien Senior Note Indenture, (d) the Second Lien Note Indenture, (e) the Senior Unsecured Note Indenture, (f) the Senior Subordinated Note Indenture, (g) the Holdings Note Indenture and any Permitted Refinancing Debt DocumentHoldings Preferred Stock, (h) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or a Subsidiary of Holdings, (i) customary provisions restricting assignment of any licensing agreement entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business, and (jc) 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 subject financed thereby); provided such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such Liens)sale is permitted under this agreement, and (e) customary provisions in leases and other contracts restricting assignment thereof in existence on the Closing Date or entered into consistent with past practice.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party, party other than restrictions existing under or by reason of (a) applicable law, (b) this Agreement and the other Loan Documents, (c) the First Lien Note Indenture, (d) the Second Lien Note Indenture, (e) the Senior Unsecured Note Indenture, (f) Documents and the Senior Subordinated Note Indenture, (g) any Permitted Refinancing Debt Document, (h) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or a Subsidiary of Holdings, (i) customary provisions restricting assignment of any licensing agreement entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business, and (jb) any agreements governing any purchase money Liens or Capital Lease Obligations and similar Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary provisions in leases, licenses and similar arrangements entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (d) customary provisions of any sale agreement entered into by the Borrower or a Subsidiary of the Borrower in respect of a Disposition of assets permitted hereunder restricting the Disposition of assets which are the subject to of such Liens)sale agreement and (e) as arising by any Requirement of Law.