Common use of Negative Pledge Limitation Clause in Contracts

Negative Pledge Limitation. Enter into any agreement with any person that prohibits or limits the ability of any Borrower or any Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether now owned or hereafter acquired, other than: (i) this Agreement, the Short-Term Credit Agreement or the agreements, documents and instruments delivered in connection herewith or therewith; (ii) the Note Purchase Agreement; (iii) the Senior Indenture; (iv) any agreement evidencing a Permitted Receivables Transaction so long as such limitation relates to the receivables subject thereto or the property the sale of which gives rise to such receivables; (v) any agreement evidencing purchase money Indebtedness so long as such Indebtedness is permitted hereunder and such prohibition or limitation relates only to property acquired with the proceeds of such purchase money Indebtedness; (vi) any agreement evidencing Indebtedness secured by Liens described in Section 5.2(e)(x) so long as such Indebtedness is permitted hereunder and such prohibition or limitation relates only to the fixed assets or real property acquired with the proceeds of such Indebtedness; (vii) any agreement evidencing Indebtedness arising in connection with Capital Leases permitted under Section 5.2(d) (xii) so long as such prohibition or limitation relates only to the property subject to such Capital Lease; and (viii) those agreements evidencing supply or consignment arrangements where Liens granted in connection therewith are permitted under Section 5.2(e); provided, however, that such prohibition or limitation shall only related to the property subject to such supply or consignment arrangement.

Negative Pledge Limitation. Enter Except as set forth in the 2013 Senior Note Documents, the Company will not, and will not permit any of its Subsidiaries to, enter into any agreement with any person that Person other than the Lenders pursuant hereto which prohibits or limits the ability of any Borrower the Company or any Subsidiary to create, incur, assume or suffer to exist any Lien lien upon any of its assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether now owned or hereafter acquired, acquired other than: than (ia) this Agreement, in connection with the Short-Term Credit Agreement Liens described in Section 6.14(viii) hereof with respect to only the assets subject thereto or the agreementslicensing of Intellectual Property on customary terms in the ordinary course of business, documents (b) restrictions and instruments delivered conditions imposed by law or loan agreement which are subject to a subordination agreement in connection herewith favor of Administrative Agent, in form satisfactory to Administrative Agent, (c) customary provisions in leases, subleases, licenses or therewith; sublicenses and other contracts restricting the assignment, transfer, lease, sublease, license or sublicense thereof (iior otherwise restricting the granting of a Lien on the assets subject thereto), (d) the Note Purchase Agreement; customary provisions in joint venture agreements expressly permitted hereunder and applicable solely to such joint venture, (iii) the Senior Indenture; (ive) any non-material agreement evidencing in effect at the time a Permitted Receivables Transaction Person becomes a Subsidiary of Company so long as such limitation relates agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Company, the agreement applies only to the receivables subject thereto assets of such Person and the agreement would not reasonably be expected to have a Material Adverse Effect, (f) those that arise in connection with cash or the property the sale of which gives rise to such receivables; (v) any agreement evidencing purchase money Indebtedness so long as such Indebtedness is other deposits permitted hereunder and are limited to such prohibition cash or limitation relates only to property acquired with the proceeds deposit, and (g) restrictions on xxxx xxxxxxx money deposits in favor of such purchase money Indebtedness; (vi) any agreement evidencing Indebtedness secured by Liens described in Section 5.2(e)(x) so long as such Indebtedness is permitted hereunder and such prohibition or limitation relates only to the fixed assets or real property acquired with the proceeds of such Indebtedness; (vii) any agreement evidencing Indebtedness arising sellers in connection with Capital Leases permitted acquisitions not prohibited under Section 5.2(d) (xii) so long as such prohibition or limitation relates only to the property subject to such Capital Lease; and (viii) those agreements evidencing supply or consignment arrangements where Liens granted in connection therewith are permitted under Section 5.2(e); provided, however, that such prohibition or limitation shall only related to the property subject to such supply or consignment arrangementthis Agreement.

Negative Pledge Limitation. Enter The Company will not, nor will it permit any Subsidiary to, enter into any agreement agreement, including without limitation any amendments to existing agreements, with any person that Person other than the Lenders pursuant hereto which prohibits or limits the ability of any Borrower the Company or any Subsidiary to create, incur, assume or suffer to exist any Lien in favor of the Agent and the Lenders securing the Secured Obligations upon any of its assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether now owned or hereafter acquired, other than: except for such restrictions on (i) a Foreign Subsidiary with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to Section 6.17(i) and which restrictions are customary in agreements of such type and would not be inconsistent with any of the terms of this Agreement, the Short-Term Credit Agreement or the agreements, documents and instruments delivered in connection herewith or therewith; ; (ii) relating to Indebtedness of a Subsidiary and existing at the Note Purchase Agreement; time it became a Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company or any Subsidiary, (iii) which result from the Senior Indenture; refinancing of Indebtedness incurred pursuant to an agreement referred to in the immediately preceding clause (ii) above, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced, (iv) relating to Indebtedness that is permitted to be incurred and secured pursuant to this Agreement that limit the right of the debtor to dispose of the property or assets securing such Indebtedness, (v) encumbering property or assets at the time such property or assets were acquired by the Company or any agreement evidencing a Permitted Receivables Transaction Subsidiary, so long as such limitation restriction relates solely to the receivables subject thereto property or the property the sale of which gives rise to such receivables; (v) any agreement evidencing purchase money Indebtedness assets so long as such Indebtedness is permitted hereunder acquired and such prohibition was not created in connection with or limitation relates only to property acquired with the proceeds in anticipation of such purchase money Indebtedness; acquisition, (vi) any agreement evidencing Indebtedness secured by Liens described resulting from customary provisions restricting subletting or assignment of leases or customary provisions in Section 5.2(e)(x) so long as such Indebtedness is permitted hereunder and such prohibition or limitation relates only to the fixed assets or real property acquired with the proceeds other agreements that restrict assignment of such Indebtedness; agreements or rights thereunder or (vii) any agreement evidencing Indebtedness arising customary restrictions contained in connection with Capital Leases permitted under Section 5.2(d) (xii) so long as asset sale agreements limiting the transfer of such prohibition or limitation relates only to property pending the property subject to closing of such Capital Lease; and (viii) those agreements evidencing supply or consignment arrangements where Liens granted in connection therewith are permitted under Section 5.2(e); provided, however, that such prohibition or limitation shall only related to the property subject to such supply or consignment arrangementsale.

Negative Pledge Limitation. Enter into any agreement with any person that prohibits or limits the ability of any Borrower or any Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether now owned or hereafter acquired, other than: (i) this Agreement, the Short-Term Credit Agreement or the agreements, documents and instruments delivered in connection herewith or therewithherewith; (ii) the Note Purchase Agreement; (iii) the Senior Indenture; (iviii) any agreement evidencing a Permitted Receivables Transaction so long as such limitation relates to the receivables subject thereto or the property the sale of which gives rise to such receivables; (viv) any agreement evidencing purchase money Indebtedness so long as such Indebtedness is permitted hereunder and such prohibition or limitation relates only to property acquired with the proceeds of such purchase money Indebtedness; (viv) any agreement evidencing Indebtedness secured by Liens described in Section 5.2(e)(x5.2(e)(ix) so long as such Indebtedness is permitted hereunder and such prohibition or limitation relates only to the fixed assets or real property acquired with the proceeds of such Indebtedness; (viivi) any agreement evidencing Indebtedness arising in connection with Capital Leases permitted under Section 5.2(d) (xiixi) so long as such prohibition or limitation relates only to the property subject to such Capital Lease; and; (viiivii) those agreements evidencing supply or consignment arrangements where Liens granted in connection therewith are permitted under Section 5.2(e); provided, however, that such prohibition or limitation shall only related to the property subject to such supply or consignment arrangement; (viii) the agreements, documents, and instruments evidencing the creation, operation and maintenance of the Notional Pooling Accounts so long as such prohibition or limitation relates solely to the Notional Pooling Accounts and the amounts on deposit therein.