Common use of Negative Pledges; Restrictive Agreements Clause in Contracts

Negative Pledges; Restrictive Agreements. No Loan Party shall directly or indirectly enter into or assume or become bound by, or permit any Subsidiary to enter into or assume or become bound by, any agreement (other than this Agreement and the other Loan Documents), or any provision of any certificate of incorporation, bylaws, partnership agreement, operating agreement or other organizational formation or governing document prohibiting (a) the creation or assumption of any Lien or encumbrance upon any such Loan Party’s or Subsidiary’s properties, whether now owned or hereafter created or acquired, (b) prohibiting or restricting the payment of dividends or distributions to the Borrower or to make or repay Loans to the Borrower or to Guaranty Indebtedness of the Borrower or (c) otherwise prohibiting or restricting the Transactions contemplated hereby and repayment and performance by the Loan Parties of its obligations under the Loan Documents; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) with respect to clause (a) only, restrictions or conditions imposed by any agreement relating to secured Indebtedness or other obligations permitted by this Agreement but only to the extent such restriction or condition is limited to the specific assets (other than any assets constituting Collateral) subject to a Permitted Lien, (iii) customary provisions in leases, licenses or other agreements restricting assignment thereof, (iv) customary restrictions and conditions contained in agreements relating to the sale of any property pending such sale, provided such restrictions and conditions apply only to such property that is to be sold and such sale is permitted hereunder, (v) with respect to clause (a) only, with respect to software and other intellectual property licenses pursuant to which the borrower or any Subsidiary is the licensee of the relevant software or intellectual property, as the case may be (in which case, any such prohibition or limitation shall relate only to the assets subject to the applicable licenses), (vi) with respect to clauses (a) and (b), agreements relating to Indebtedness permitted hereunder provided such restrictions are no more restrictive in any material respect than those contained in this Agreement, (vii) with respect to clauses (a) and (b) of the foregoing, provisions contained in joint venture agreements or similar agreements entered into in the ordinary course of business and permitted by the terms of this Agreement, so long as in each case such provisions are applicable only to such joint venture, its assets and any Equity Interests therein, and (viii) agreements relating to Indebtedness of any Foreign Subsidiary (in which case any such prohibition or limitation shall relate only to such Foreign Subsidiary and its assets).

Negative Pledges; Restrictive Agreements. No Loan Party The Borrower shall directly or indirectly enter into or assume or become bound bynot, and shall not cause or permit any Subsidiary to, directly or indirectly, enter into, incur or permit to enter into or assume or become bound by, exist any agreement (other than this Agreement and the other Loan Documents), or any provision of any certificate of incorporation, bylaws, partnership agreement, operating agreement or other organizational formation arrangement that prohibits, restricts or governing document prohibiting imposes any condition upon (a) the creation ability of the Borrower or assumption of any Subsidiary to create, incur or permit to exist any Lien or encumbrance upon any such Loan Party’s of its property or Subsidiary’s properties, whether now owned or hereafter created or acquired, (b) prohibiting or restricting the payment ability of any Subsidiary to pay dividends or other distributions with respect to the Borrower any shares of its Equity Interests or to make or repay Loans loans or advances to the Borrower or any other Subsidiary or to Guaranty Guarantee Indebtedness of the Borrower or (c) otherwise prohibiting any other Subsidiary or restricting the Transactions contemplated hereby and repayment and performance by the Loan Parties transfer any of its obligations under the properties to any Loan DocumentsParty; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by any Requirement of Applicable Law or by any the Loan DocumentDocuments, (ii) with respect the foregoing shall not apply to clause restrictions and conditions existing on the date hereof identified on Schedule 6.11 (a) onlybut shall apply to any extension or renewal of, restrictions or conditions imposed by any agreement relating to secured Indebtedness amendment or other obligations permitted by this Agreement but only to modification expanding the extent scope of, any such restriction or condition is limited to the specific assets (other than any assets constituting Collateral) subject to a Permitted Liencondition), (iii) customary provisions in leases, licenses or other agreements restricting assignment thereof, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any property a Subsidiary pending such sale, provided such restrictions and conditions apply only to such property the Subsidiary that is to be sold and such sale is permitted hereunder, (viv) with respect to clause (a) only, with respect to software and other intellectual property licenses pursuant to which the borrower or any Subsidiary is the licensee of the relevant software foregoing shall not apply to restrictions or intellectual property, as the case may be (in which case, conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibition restrictions or limitation shall relate conditions apply only to the property or assets subject to the applicable licenses), securing such Indebtedness and (viv) with respect to clauses clause (a) and (b), agreements relating to Indebtedness permitted hereunder provided such restrictions are no more restrictive in any material respect than those contained in this Agreement, (vii) with respect to clauses (a) and (b) of the foregoing, foregoing shall not apply to customary provisions contained in joint venture agreements or similar agreements entered into in leases and other contracts restricting the ordinary course of business and permitted by the terms of this Agreement, so long as in each case such provisions are applicable only to such joint venture, its assets and any Equity Interests therein, and (viii) agreements relating to Indebtedness of any Foreign Subsidiary (in which case any such prohibition or limitation shall relate only to such Foreign Subsidiary and its assets)assignment thereof.

Negative Pledges; Restrictive Agreements. No Loan Party The Borrower shall directly or indirectly enter into or assume or become bound bynot, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to enter into or assume or become bound by, exist any agreement (other than this Agreement and the other Loan Documents), or any provision of any certificate of incorporation, bylaws, partnership agreement, operating agreement or other organizational formation arrangement that prohibits, restricts or governing document prohibiting imposes any condition upon (a) the creation ability of the Borrower or assumption of any Restricted Subsidiary to create, incur or permit to exist any Lien or encumbrance upon any such Loan Party’s of its property to secure the Secured Obligations or Subsidiary’s properties, whether now owned or hereafter created or acquired, (b) prohibiting or restricting the payment ability of any Restricted Subsidiary to pay dividends or other distributions with respect to the Borrower any shares of its Equity Interests or to make or repay Loans loans or advances to the Borrower or any other Restricted Subsidiary or to Guaranty Guarantee Indebtedness of the Borrower or (c) otherwise prohibiting any other Restricted Subsidiary or restricting the Transactions contemplated hereby and repayment and performance by the Loan Parties transfer any of its obligations under the properties to any Loan DocumentsParty; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by any Requirement of Applicable Law or by any the Loan DocumentDocuments, (ii) with respect the foregoing shall not apply to clause restrictions and conditions existing on the date hereof identified on Schedule 6.11 (a) onlybut shall apply to any extension or renewal of, restrictions or conditions imposed by any agreement relating to secured Indebtedness amendment or other obligations permitted by this Agreement but only to modification expanding the extent scope of, any such restriction or condition is limited to the specific assets (other than any assets constituting Collateral) subject to a Permitted Liencondition), (iii) customary provisions in leases, licenses or other agreements restricting assignment thereof, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any property asset or a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to such property the asset or the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (viv) with respect the foregoing shall not apply to clause any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby 82 Credit Agreement (a) only, with respect to software and other intellectual property licenses pursuant to which the borrower or any Subsidiary is the licensee of the relevant software or intellectual property, as the case may be Permitted Refinancing in respect thereof) (in which case, any such prohibition or limitation shall relate only be effective against the assets financed thereby), (v) the foregoing shall not apply to encumbrances or restrictions relating to joint ventures to the assets subject to the applicable licensesextent they are Investments permitted by Section 6.6(q), (vi) with respect the foregoing shall not apply to clauses (a) and (b), agreements relating to Indebtedness restrictions or conditions imposed by any agreement of any Excluded Subsidiary permitted hereunder provided by this Agreement if such restrictions are no more restrictive in any material respect than those contained in this Agreementor conditions apply only to such Excluded Subsidiary and its assets, (vii) with respect to clauses clause (a) and of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness; provided that this clause (bvii) shall not apply to Indebtedness secured by a general Lien covering substantially all of the assets of any Loan Party or general categories of assets of such Loan Party such as “all inventory” or “all accounts”, (viii) clause (a) of the foregoing, foregoing shall not apply to customary provisions contained in joint venture agreements or similar agreements entered into in leases and other contracts restricting the ordinary course of business and permitted by the terms of this Agreement, so long as in each case such provisions are applicable only to such joint venture, its assets and any Equity Interests thereinassignment thereof, and (viii) agreements relating clause (a) of the foregoing shall not apply to Indebtedness of customary restrictions on assignment and transfer in intellectual property licenses under which the Borrower or any Foreign Restricted Subsidiary (in which case any such prohibition is the licensor or limitation shall relate only to such Foreign Subsidiary and its assets)licensee.

Negative Pledges; Restrictive Agreements. No Loan Party shall directly or indirectly enter into or assume or become bound by, or permit any Subsidiary to enter into or assume or become bound by, any agreement (other than this Agreement and the other Loan Documents), or any provision of any certificate of incorporation, bylaws, partnership agreement, operating agreement or other organizational formation or governing document prohibiting (a) the creation or assumption of any Lien or encumbrance upon any such Loan Party’s or Subsidiary’s properties, whether now owned or hereafter created or acquired, (b) prohibiting or restricting the payment of dividends or distributions to the Borrower or to make or repay Loans to the Borrower or to Guaranty Indebtedness of the Borrower or (c) otherwise prohibiting or restricting the Transactions contemplated hereby and repayment and performance by the Loan Parties of its obligations under the Loan Documents; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) with respect to clause (a) only, restrictions or conditions imposed by any agreement relating to secured Indebtedness or other obligations permitted by this Agreement but only to the extent such restriction or condition is limited to the specific assets (other than any assets constituting Collateral) subject to a Permitted Lien, (iii) customary provisions in leases, licenses or other agreements restricting assignment thereof, (iv) customary restrictions and conditions contained in agreements relating to the sale of any property pending such sale, provided such restrictions and conditions apply only to such property that is to be sold and such sale is permitted hereunder, (v) with respect to clause (a) only, with respect to software and other intellectual property licenses pursuant to which the borrower or any Subsidiary is the licensee of the relevant software or intellectual property, as the case may be (in which case, any such prohibition or limitation shall relate only to the assets subject to the applicable licenses), (vi) with respect to clauses (a) and (b), agreements relating to Indebtedness permitted hereunder provided such restrictions are no more restrictive in any material respect than those contained in this Agreement, (vii) with respect to clauses (a) and (b) of the foregoing, provisions contained in joint venture agreements or similar agreements entered into in the ordinary course of business and permitted by the terms of this Agreement, so long as in each case such provisions are applicable only to such joint venture, its assets and any Equity Interests therein, and (viii) agreements relating to Indebtedness of any Foreign Subsidiary (in which case any such prohibition or limitation shall relate only to such Foreign Subsidiary and its assets).

Negative Pledges; Restrictive Agreements. No Loan Party shall directly or indirectly enter into or assume or become bound by, or permit any Subsidiary to enter into or assume or become bound by, any agreement (other than this Agreement and the other Loan Documents), or any provision of any certificate of incorporation, bylaws, partnership agreement, operating agreement or other organizational formation or governing document prohibiting (a) the creation or assumption of any Lien or encumbrance upon any such Loan Party’s or Subsidiary’s properties, whether now owned or hereafter created or acquired, (b) prohibiting or restricting the payment of dividends or distributions to the Borrower or to make or repay Loans to the Borrower or to Guaranty Indebtedness of the Borrower or (c) otherwise prohibiting or restricting the Transactions contemplated hereby and repayment and performance by the Loan Parties of its obligations under the Loan Documents; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) with respect to clause (a) only, restrictions or conditions imposed by any agreement relating to secured Indebtedness or other obligations permitted by this Agreement but only to the extent such restriction or condition is limited to the specific assets (other than any assets constituting Collateral) subject to a Permitted Lien, (iii) customary provisions in leases, licenses or other agreements restricting assignment thereof, (iv) customary restrictions and conditions contained in agreements relating to the sale of any property pending such sale, provided such restrictions and conditions apply only to such property that is to be sold and such sale is permitted hereunder, (v) with respect to clause (a) only, with respect to software and other intellectual property licenses pursuant to which the borrower or any Subsidiary is the licensee of the relevant software or intellectual property, as the case may be (in which case, any such prohibition or limitation shall relate 84 only to the assets subject to the applicable licenses), (vi) with respect to clauses (a) and (b), agreements relating to Indebtedness permitted hereunder provided such restrictions are no more restrictive in any material respect than those contained in this Agreement, (vii) with respect to clauses (a) and (b) of the foregoing, provisions contained in joint venture agreements or similar agreements entered into in the ordinary course of business and permitted by the terms of this Agreement, so long as in each case such provisions are applicable only to such joint venture, its assets and any Equity Interests therein, and (viii) agreements relating to Indebtedness of any Foreign Subsidiary (in which case any such prohibition or limitation shall relate only to such Foreign Subsidiary and its assets).