Common use of Negative Pledges Clause in Contracts

Negative Pledges. No Credit Party shall, nor shall they permit any Subsidiary to, directly or indirectly, enter into, assume or otherwise be bound, by any Negative Pledge other than (i) any Negative Pledge contained in an agreement entered into in connection with any Indebtedness that is permitted pursuant to Section 7.02; (ii) any Negative Pledge required by law; (iii) Negative Pledges contained in (x) the agreements set forth on Schedule 7.09; (y) any agreement relating to the sale of any Subsidiary or any assets pending such sale; provided, that in any such case, the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale; or (z) any agreement in effect at the time any Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary and such restriction only applies to such Person and/or its assets, and (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof, in each case as such agreements, leases or other contracts may be amended from time to time and including any renewal, extension, refinancing or replacement thereof; provided, that, with respect to any amendment, renewal, extension, refinancing or replacement of an agreement described in clause (iii), such amendment, renewal, extension, refinancing or replacement does not contain restrictions of the type prohibited by this Section 7.09 that are, in the aggregate, more onerous in any material respect on the Borrower or any Subsidiary than the restrictions, in the aggregate, in the original agreement.

Negative Pledges. No Credit Party shall, nor shall they permit any Subsidiary to, directly or indirectly, enter into, assume or otherwise be bound, by any Negative Pledge other than (i) any Negative Pledge contained in an agreement entered into in connection with any Indebtedness that is permitted pursuant to Section 7.027.02 or any Lien that is permitted pursuant to Section 7.01(e); (ii) any Negative Pledge required by law; (iii) Negative Pledges contained in (x) the agreements set forth on Schedule 7.09; (y) any agreement relating to the sale of any Subsidiary or any assets pending such sale; provided, that in any such case, the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale; or (z) any agreement in effect at the time any Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary and such restriction only applies to such Person and/or its assets, and (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof, in each case as such agreements, leases or other contracts may be amended from time to time and including any renewal, extension, refinancing or replacement thereof; provided, that, with respect to any amendment, renewal, extension, refinancing or replacement of an agreement described in clause (iii), such amendment, renewal, extension, refinancing or replacement does not contain restrictions of the type prohibited by this Section 7.09 that are, in the aggregate, more onerous in any material respect on the Borrower Parent or any Subsidiary than the restrictions, in the aggregate, in the original agreement.

Negative Pledges. No Credit Party shall, nor shall they permit any Subsidiary to, directly or indirectly, enter into, assume or otherwise be bound, by any Negative Pledge other than (i) any Negative Pledge contained in an agreement entered into in connection with any Indebtedness that is permitted pursuant to Section 7.027.02 or any Lien that is permitted pursuant to Section 7.01(d); (ii) any Negative Pledge required by law; (iii) Negative Pledges contained in (x) the agreements set forth on Schedule 7.09; (y) any agreement relating to the sale of any Subsidiary or any assets pending such sale; provided, that in any such case, the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale; or (z) any agreement in effect at the time any Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary and such restriction only applies to such Person and/or its assets, and (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof, in each case as such agreements, leases or other contracts may be amended from time to time and including any renewal, extension, refinancing or replacement thereof; provided, that, with respect to any amendment, renewal, extension, refinancing or replacement of an agreement described in clause (iii), such amendment, renewal, extension, refinancing or replacement does not contain restrictions of the type prohibited by this Section 7.09 that are, in the aggregate, more onerous in any material respect on the Borrower Parent or any Subsidiary than the restrictions, in the aggregate, in the original agreement.

Negative Pledges. No Credit Party shall, nor shall they permit any Subsidiary to, directly or indirectly, enter Enter into, assume or otherwise be bound, bound by any Negative Pledge other than (ia) pursuant to any Loan Document, (b) any Negative Pledge contained in an agreement entered into in connection with any Indebtedness that is permitted pursuant to Section 7.02; , (iic) any Negative Pledge required by law; Applicable Law, (iiid) Negative Pledges contained in (xi) the agreements set forth on Schedule 7.09; 7.17, (yii) any agreement relating to the sale of any Consolidated Subsidiary or any assets pending such sale; provided, provided that in any such case, the Negative Pledge applies only to the Consolidated Subsidiary or the assets that are the subject of such sale; , or (ziii) any agreement in effect at the time any Person becomes a Consolidated Subsidiary so long as such agreement was not entered into in contemplation of such Person becoming a Consolidated Subsidiary and such restriction only applies to such Person and/or its assets, and (ive) customary provisions in leases, licenses and other contracts restricting the assignment thereof, in each case as such agreements, leases or other contracts may be amended from time to time and including any renewal, extension, refinancing or replacement thereof; provided, that, provided that with respect to any amendment, renewal, extension, refinancing or replacement of an agreement described in clause (iiid), such amendment, renewal, extension, refinancing or replacement does not contain restrictions of the type prohibited by this Section 7.09 7.17 that are, in the aggregate, more onerous in any material respect on the Borrower or any Consolidated Subsidiary than the restrictions, in the aggregate, in the original agreement.. 100

Negative Pledges. No Credit Party shall, nor shall they permit any Subsidiary to, directly or indirectly, enter into, assume or otherwise be bound, by any Negative Pledge other than (i) any Negative Pledge contained in an agreement entered into in connection with any Indebtedness that is permitted pursuant to Section 7.027.02 or any Lien that is permitted pursuant to Section 7.01(e); (ii) any Negative Pledge required by law; (iii) Negative Pledges contained in (x) the agreements set forth on Schedule 7.09; (y) any agreement relating to the sale of any Subsidiary or any assets pending such sale; provided, that in any such case, the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale; or (z) any agreement in effect at the time any Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary and such restriction only applies to such Person and/or its assets, and (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof, in each case as such agreements, leases or other contracts may be amended from time to time and including any renewal, extension, refinancing or replacement thereof; provided, that, with respect to any amendment, renewal, extension, refinancing or replacement of an agreement described in clause (iii), such amendment, renewal, extension, refinancing or replacement does not contain restrictions of the type prohibited by this Section 7.09 that are, in the aggregate, more onerous in any material respect on the Borrower Parent or any Subsidiary than the restrictions, in the aggregate, in the original agreement.. 7.10

Negative Pledges. No Credit Party shall, nor shall they permit any Subsidiary to, directly or indirectly, enter Enter into, assume or otherwise be bound, bound by any Negative Pledge other than (ia) pursuant to any Loan Document, (b) any Negative Pledge contained in an agreement entered into in connection with any Indebtedness that is permitted pursuant to Section 7.02; , (iic) any Negative Pledge required by law; Applicable Law, (iiid) Negative Pledges contained in (xi) the agreements set forth on Schedule 7.09; 7.17, (yii) any agreement relating to the sale of any Consolidated Subsidiary or any assets pending such sale; provided, provided that in any such case, the Negative Pledge applies only to the Consolidated Subsidiary or the assets that are the subject of such sale; , or (ziii) any agreement in effect at the time any Person becomes a Consolidated Subsidiary so long as such agreement was not entered into in contemplation of such Person becoming a Consolidated Subsidiary and such restriction only applies to such Person and/or its assets, and (ive) customary provisions in leases, licenses and other contracts restricting the assignment thereof, in each case as such agreements, leases or other contracts may be amended from time to time and including any renewal, extension, refinancing or replacement thereof; provided, that, provided that with respect to any amendment, renewal, extension, refinancing or replacement of an agreement described in clause (iiid), such amendment, renewal, extension, refinancing or replacement does not contain restrictions of the type prohibited by this Section 7.09 7.17 that are, in the aggregate, more onerous in any material respect on the Borrower or any Consolidated Subsidiary than the restrictions, in the aggregate, in the original agreement.