Common use of Negative Pledges Clause in Contracts

Negative Pledges. Except with respect to prohibitions against other encumbrances on specific property encumbered to secure payment of particular Indebtedness permitted hereunder or prohibitions in license agreements under which Borrower or any of its Qualified Subsidiaries is the licensee, enter into any agreement prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, except pursuant to (a) the Credit Documents, (b) any other agreement that does not restrict in any manner (directly of indirectly) Liens created pursuant to the Credit Documents on property or assets of Borrower or any of its Qualified Subsidiaries (whether now owned or hereafter acquired) securing the Loans or any Interest Rate Agreement and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of Borrower or any of its Qualified Subsidiaries to secure the Loans or any Interest Rate Agreement and (c) any industrial revenue or development bonds, acquisition agreement or operating leases of real property and equipment entered into in the ordinary course of business. Notwithstanding any of the foregoing, Indebtedness incurred by a Non-Qualified Subsidiary may contain a provision that no Lien on the assets of such Non-Qualified Subsidiary may exist unless such Indebtedness is equally and ratably secured with any other Indebtedness secured by such assets.

Negative Pledges. Except with respect to prohibitions against other encumbrances on specific property encumbered to secure payment of particular Indebtedness permitted hereunder hereunder, customary prohibitions in joint venture agreements with respect to the Capital Stock or assets of such joint venture, or prohibitions in license agreements under which Borrower or any of its Qualified Subsidiaries is the licensee, enter into any agreement prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned on the Closing Date or hereafter thereafter acquired, except pursuant to (a) the Credit DocumentsDocuments or the Subordinated Notes, (b) any other agreement that does not restrict in any manner (directly of indirectly) Liens created pursuant to the Credit Documents on property or assets of Borrower or any of its Qualified Subsidiaries (whether now owned on the Closing Date or hereafter thereafter acquired) securing the Loans or any Interest Rate Agreement Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of Borrower or any of its Qualified Subsidiaries to secure the Loans or any Interest Rate Agreement and Obligations, (c) any industrial revenue or development bonds, acquisition agreement or operating leases of real property and equipment entered into in the ordinary course of businessbusiness and (d) restrictions or encumbrances applicable to an entity acquired pursuant to a Permitted Acquisition at the time such entity became a Subsidiary, so long as such restriction or encumbrance was not created in contemplation of or in connection with such Permitted Acquisition and apply only to such entity and its subsidiaries. Notwithstanding any of the foregoing, Indebtedness incurred by a Non-Non Qualified Subsidiary may contain a provision that no Lien on the assets of such Non-Non Qualified Subsidiary may exist unless such Indebtedness is equally and ratably secured with any other Indebtedness secured by such assets.

Negative Pledges. Except (a) Each of the Company and any Restricted Subsidiary shall not enter into or permit to exist any Contractual Obligation that restricts in any way the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to prohibitions against the Obligations or under the Security Documents, other encumbrances on specific property encumbered to secure payment of particular Indebtedness permitted hereunder or prohibitions in license agreements under which Borrower or any of its Qualified Subsidiaries is the licensee, enter into any agreement prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, except than pursuant to (a) the Credit Documents, any intercreditor agreement contemplated by this Agreement. (b) The restrictions in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements of Law; (ii) this Agreement and the other Credit Documents; (iii) other contractual encumbrances existing on the Second Restatement Effective Date; (iv) purchase money obligations for property acquired in the ordinary course of business and Financing Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; (v) any agreement that does not restrict or other instrument of a Person acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges with or into the Company or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any manner (directly such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of indirectly) Liens created pursuant to any Person, other than the Credit Documents on Person so acquired and its Subsidiaries, or the property or assets of Borrower the Person so acquired and its Subsidiaries or any the property or assets so acquired; (vi) contracts for the sale of its Qualified Subsidiaries (whether now owned or hereafter acquired) securing the Loans or any Interest Rate Agreement and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue assets, including customary restrictions with respect to a Subsidiary of the granting Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens on otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or pledge of property of Borrower arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or any of its Qualified Subsidiaries similar agreements, including with respect to secure the Loans or any Interest Rate Agreement and (c) any industrial revenue or development bonds, acquisition agreement or operating leases of real intellectual property and equipment other agreements, in each case, entered into in the ordinary course of business. Notwithstanding (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Company or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the foregoingCompany or such Restricted Subsidiary that are the subject to such agreement, Indebtedness incurred by a Non-Qualified the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary may contain a provision that no Lien on or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property of such NonSubsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Second Restatement Effective Date pursuant to Section 9.04 hereof; provided that, in the judgment of the Company, such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-Qualified leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Company or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Company or any Restricted Subsidiary may exist unless such Indebtedness is equally and ratably secured in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (xviii) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive in any material respect with respect to such encumbrance and other Indebtedness secured by restrictions taken as a whole than those prior to such assetsamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledges. Except with respect to prohibitions against other encumbrances on specific property encumbered to secure payment of particular Indebtedness permitted hereunder or prohibitions in license agreements under which Borrower or any of its Qualified Subsidiaries is the licensee, enter into any agreement prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned on the Closing Date or hereafter thereafter acquired, except pursuant to (a) the Credit Documents, (b) any other agreement that does not restrict in any manner (directly of indirectly) Liens created pursuant to the Credit Documents on property or assets of Borrower or any of its Qualified Subsidiaries (whether now owned on the Closing Date or hereafter thereafter acquired) securing the Loans or any Interest Rate Agreement and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of Borrower or any of its Qualified Subsidiaries to secure the Loans or any Interest Rate Agreement and (c) any industrial revenue or development bonds, acquisition agreement or operating leases of real property and equipment entered into in the ordinary course of business. Notwithstanding any of the foregoing, Indebtedness incurred by a Non-Qualified Subsidiary may contain a provision that no Lien on the assets of such Non-Qualified Subsidiary may exist unless such Indebtedness is equally and ratably secured with any other Indebtedness secured by such assets.

Negative Pledges. Except with respect to prohibitions against (a) Directly or indirectly enter into or assume any agreement (other encumbrances on specific property encumbered to secure payment than this Agreement, any of particular the Senior Note Documents or any documents evidencing any refinancing or renewal of Indebtedness evidenced by such Senior Note Documents permitted hereunder or any new unsecured debt securities issued and/or guaranteed solely by Holdings and/or by the Administrative Borrower otherwise permitted by Section 6.01 and provided that the terms of any such refinancing of such Senior Note Documents or new issuance of such unsecured debt securities relating to the prohibitions in license agreements under which of any creation or assumption of any Lien upon Holdings’ or Administrative Borrower’s properties or assets shall be no more restrictive on Holdings or the Administrative Borrower or any of its Qualified Subsidiaries is more disadvantageous to the licenseeAdministrative Agent, enter into any agreement the Collateral Agent and the Lenders than the Indebtedness being refinanced) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, except pursuant for Property subject to (a) the Credit Documentspurchase money security interests, operating leases and capital leases. (b) Except in connection with any Permitted Liens, directly or indirectly create, incur, assume or suffer to exist any mortgage, deed of trust, pledge, lien, security interest, hypothecation, assignment, deposit arrangement or other agreement that does not restrict in preferential arrangement, charge or encumbrance (including without limitation, any manner (directly conditional sale, or other title retention agreement, or finance lease) of indirectly) Liens created pursuant any nature, upon or with respect to any Real Property, Equipment and mineral rights of any of the Credit Documents on property Companies, now owned or assets hereafter acquired, or file under the Uniform Commercial Code of any jurisdiction a financing statement which names any Borrower or any of its Qualified Subsidiaries (whether now owned as a debtor, or hereafter acquired) securing the Loans or sign any Interest Rate Agreement security agreement authorizing any secured party thereunder to file such financing statement with respect to such Real Property, Equipment and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of Borrower or any of its Qualified Subsidiaries to secure the Loans or any Interest Rate Agreement and (c) any industrial revenue or development bonds, acquisition agreement or operating leases of real property and equipment entered into in the ordinary course of business. Notwithstanding any of the foregoing, Indebtedness incurred by a Non-Qualified Subsidiary may contain a provision that no Lien on the assets of such Non-Qualified Subsidiary may exist unless such Indebtedness is equally and ratably secured with any other Indebtedness secured by such assetsmineral rights.

Negative Pledges. Except with respect to prohibitions against other encumbrances on specific property encumbered to secure payment of particular Indebtedness permitted hereunder or prohibitions in license agreements under which Borrower or any of its Qualified Subsidiaries is the licensee, enter into any agreement prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned on the Original Closing Date or hereafter thereafter acquired, except pursuant to (a) the Credit Documents, (b) any other agreement that does not restrict in any manner (directly of indirectly) Liens created pursuant to the Credit Documents on property or assets of Borrower or any of its Qualified Subsidiaries (whether now owned on the Original Closing Date or hereafter thereafter acquired) securing the Loans or any Interest Rate Agreement and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of Borrower or any of its Qualified Subsidiaries to secure the Loans or any Interest Rate Agreement and (c) any industrial revenue or development bonds, acquisition agreement or operating leases of real property and equipment entered into in the ordinary course of business. Notwithstanding any of the foregoing, Indebtedness incurred by a Non-Qualified Subsidiary may contain a provision that no Lien on the assets of such Non-Qualified Subsidiary may exist unless such Indebtedness is equally and ratably secured with any other Indebtedness secured by such assets.

Negative Pledges. Except 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, the other Loan Documents and any operative documents in connection with respect to prohibitions against other encumbrances on specific property encumbered to secure payment of particular Indebtedness permitted hereunder or prohibitions in license agreements under which Borrower Synthetic Lease Obligations (the “Synthetic Lease Documents”), or any provision of its Qualified Subsidiaries is the licenseeany certificate of incorporation, enter into any bylaws, partnership agreement, operating agreement or other organizational formation or governing document prohibiting the creation or assumption of any Lien or encumbrance upon its properties any such Loan Party's or assetsSubsidiary's properties, whether now owned or hereafter created or acquired, except pursuant or otherwise prohibiting or restricting any transaction contemplated hereby; provided that the foregoing shall not apply to (ai) restrictions and conditions imposed by any Law or by any Loan Document and the Credit Synthetic Lease Documents, (bii) restrictions or conditions imposed by any other agreement that does not restrict in any manner (directly of indirectly) Liens created pursuant relating to the Credit Documents on property or assets of Borrower or any of its Qualified Subsidiaries (whether now owned or hereafter acquired) securing the Loans or any Interest Rate Agreement and does not require the direct or indirect granting of any Lien securing any secured Indebtedness or other obligation obligations permitted by virtue of both this Agreement and the granting of Liens on or pledge of property of Borrower or any of its Qualified Subsidiaries Synthetic Lease Documents but, (y) solely with respect to the specific assets that secure the Loans Synthetic Lease Obligations, any restriction or any Interest Rate Agreement and condition imposed by the Synthetic Lease Documents and, (cz) any industrial revenue or development bonds, acquisition agreement or operating leases of real property and equipment entered into in the ordinary course of business. Notwithstanding any of the foregoing, Indebtedness incurred by a Non-Qualified Subsidiary may contain a provision that no Lien on the assets of such Non-Qualified Subsidiary may exist unless such Indebtedness is equally and ratably secured with respect to any other assets, only to the extent such restriction or condition is limited to the specific assets subject to a Permitted Lien, (iii) customary provisions in leases or other 219962390 agreements restricting assignment thereof, or (iv) restrictions or conditions imposed by any agreement relating to the issuance by any Loan Party of Indebtedness secured represented by such assetspublicly or privately placed notes as permitted by Section 8.2.1(vii) [Indebtedness].

Negative Pledges. Except 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, the other Loan Documents and any operative documents in connection with respect to prohibitions against other encumbrances on specific property encumbered to secure payment of particular Indebtedness permitted hereunder or prohibitions in license agreements under which Borrower Synthetic Lease Obligations (the “Synthetic Lease Documents”), or any provision of its Qualified Subsidiaries is the licenseeany certificate of incorporation, enter into any bylaws, partnership agreement, operating agreement or other organizational formation or governing document prohibiting the creation or assumption of any Lien or encumbrance upon its properties any such Loan Party's or assetsSubsidiary's properties, whether now owned or hereafter created or acquired, except pursuant or otherwise prohibiting or restricting any transaction contemplated hereby; provided that the foregoing shall not apply to (ai) restrictions and conditions imposed by any Law or by any Loan Document and the Credit Synthetic Lease Documents, (bii) restrictions or conditions imposed by any other agreement that does not restrict in any manner (directly of indirectly) Liens created pursuant relating to the Credit Documents on property or assets of Borrower or any of its Qualified Subsidiaries (whether now owned or hereafter acquired) securing the Loans or any Interest Rate Agreement and does not require the direct or indirect granting of any Lien securing any secured Indebtedness or other obligation obligations permitted by virtue of both this Agreement and the granting of Liens on or pledge of property of Borrower or any of its Qualified Subsidiaries Synthetic Lease Documents but, (y) solely with respect to the specific assets that secure the Loans Synthetic Lease Obligations, any restriction or any Interest Rate Agreement and condition imposed by the Synthetic Lease Documents and, (cz) any industrial revenue or development bonds, acquisition agreement or operating leases of real property and equipment entered into in the ordinary course of business. Notwithstanding any of the foregoing, Indebtedness incurred by a Non-Qualified Subsidiary may contain a provision that no Lien on the assets of such Non-Qualified Subsidiary may exist unless such Indebtedness is equally and ratably secured with respect to any other assets, only to the extent such restriction or condition is limited to the specific assets subject to a Permitted Lien, (iii) customary provisions in leases or other agreements restricting assignment thereof, or (iv) restrictions or conditions imposed by any agreement relating to the issuance by any Loan Party of Indebtedness secured represented by such assetspublicly or privately placed notes as permitted by Section 8.2.1(vii) [Indebtedness].

Negative Pledges. Except with respect to prohibitions against (a) Directly or indirectly enter into or assume any agreement (other encumbrances on specific property encumbered to secure payment than this Agreement, any of particular the Senior Note Documents or any documents evidencing any refinancing or renewal of Indebtedness evidenced by such Senior Note Documents permitted hereunder or any new unsecured debt securities issued and/or guaranteed solely by Holdings and/or by the Administrative Borrower otherwise permitted by Section 6.01 and provided that the terms of any such refinancing of such Senior Note Documents or new issuance of such unsecured debt securities relating to the prohibitions in license agreements under which of any creation or assumption of any Lien upon Holdings' or Administrative Borrower's properties or assets shall be no more restrictive on Holdings or the Administrative Borrower or any of its Qualified Subsidiaries is more disadvantageous to the licenseeAdministrative Agent, enter into any agreement the Collateral Agent and the Lenders than the Indebtedness being refinanced) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, except pursuant for Property subject to (a) the Credit Documentspurchase money security interests, operating leases and capital leases. (b) Except in connection with any Permitted Liens, directly or indirectly create, incur, assume or suffer to exist any mortgage, deed of trust, pledge, lien, security interest, hypothecation, assignment, deposit arrangement or other agreement that does not restrict in preferential arrangement, charge or encumbrance (including without limitation, any manner (directly conditional sale, or other title retention agreement, or finance lease) of indirectly) Liens created pursuant any nature, upon or with respect to any Real Property, Equipment and mineral rights of any of the Credit Documents on property Companies, now owned or assets hereafter acquired, or sign or file under the Uniform Commercial Code of any jurisdiction a financing statement which names any Borrower or any of its Qualified Subsidiaries (whether now owned as a debtor, or hereafter acquired) securing the Loans or sign any Interest Rate Agreement security agreement authorizing any secured party thereunder to file such financing statement with respect to such Real Property, Equipment and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of Borrower or any of its Qualified Subsidiaries to secure the Loans or any Interest Rate Agreement and (c) any industrial revenue or development bonds, acquisition agreement or operating leases of real property and equipment entered into in the ordinary course of business. Notwithstanding any of the foregoing, Indebtedness incurred by a Non-Qualified Subsidiary may contain a provision that no Lien on the assets of such Non-Qualified Subsidiary may exist unless such Indebtedness is equally and ratably secured with any other Indebtedness secured by such assetsmineral rights.

Negative Pledges. Except with respect to prohibitions against other encumbrances on specific property encumbered to secure payment Enter into any agreement limiting the ability of particular Indebtedness permitted hereunder or prohibitions in license agreements under which any Borrower or any Restricted Subsidiary to voluntarily create Liens upon any of its Qualified Subsidiaries is the licensee, enter into any agreement prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, except pursuant to Properties other than (a) this Agreement and the Credit other Loan Documents, (b) the Senior Secured Note Documents and any other agreement that does not restrict in any manner (directly of indirectly) Liens created pursuant to the Credit Documents on property refinancings or assets of Borrower or any of its Qualified Subsidiaries (whether now owned or hereafter acquired) securing the Loans or any Interest Rate Agreement and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation extensions thereof permitted by virtue of the granting of Liens on or pledge of property of Borrower or any of its Qualified Subsidiaries to secure the Loans or any Interest Rate Agreement and Section 8.2.3(x), (c) any industrial revenue such agreement existing on the Restatement Date and identified on Schedule 8.2.17, (d) any agreement pursuant to which any Subordinated Debt is issued as otherwise permitted by this Agreement and approved by Agent in accordance with the definition of Subordinated Debt hereunder, (e) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary (or development bondssubstantially all the assets thereof) pending such sale, acquisition provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (f) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or operating conditions apply only to the property or assets securing such Indebtedness, (g) customary provisions in leases and other contracts restricting the assignment thereof, (h) provisions purporting to restrict assignment of real property and equipment any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business. Notwithstanding business or in connection with any of the foregoing, Permitted Acquisition and (i) restrictions contained in agreements governing Indebtedness incurred by a Nonthat do not restrict or condition Agents’ or Lenders’ ability to obtain first-Qualified Subsidiary may contain a provision that no Lien priority perfected Liens on the assets of such Non-Qualified Subsidiary may exist unless such Indebtedness is equally and ratably secured with any other Indebtedness secured by such assetsLoan Party.