Common use of Negative Pledges Clause in Contracts

Negative Pledges. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except: (a) negative pledges existing on property of the U.S. Borrower and its Subsidiaries on the Second Amendment Effective Date and listed on Schedule 6.12; (b) negative pledges in favor of the Administrative Agent, the Multicurrency Administrative Agent and the Lenders pursuant to the Loan Documents; (c) negative pledges in connection with any purchase money Indebtedness permitted under Section 6.01(g) solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness; (d) negative pledges in connection with any Capital Lease Obligation permitted under Section 6.01(s) solely to the extent that such Capital Lease Obligation prohibits a Lien on the property subject thereto; (e) negative pledges on the property subject to Equipment Financing Transactions permitted under Section 6.01(k) and Real Estate Financing Transactions permitted under Section 6.01(j), and negative pledges on the property subject to Liens permitted under Section 6.02; (f) negative pledges on intellectual property rights (other than, prior to the Trademark Release Date, Eligible Trademark Collateral) licensed from third parties; (g) negative pledges with respect to Indebtedness of Foreign Subsidiaries (other than Canadian Loan Parties) that only apply to the assets of such Foreign Subsidiaries; and (h) negative pledges in Indebtedness permitted by Section 6.01; provided that such negative pledges do not restrict the Loan Parties from securing the Obligations with Liens on any of their assets (except for restrictions contained in Indebtedness secured by Liens permitted by Section 6.02 which Liens apply only to the assets securing such Indebtedness).

Negative Pledges. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except: (a) negative pledges existing on property of the U.S. Borrower and its Subsidiaries on the Second Amendment Effective Closing Date and listed on Schedule 6.12; (b) negative pledges in favor of the Administrative Agent, the Multicurrency Administrative Agent and the Lenders pursuant to the Loan Documents; (c) negative pledges in connection with any purchase money Indebtedness permitted under Section 6.01(g) solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness; (d) negative pledges in connection with any Capital Lease Obligation permitted under Section 6.01(s6.01(t) solely to the extent that such Capital Lease Obligation prohibits a Lien on the property subject thereto; (e) negative pledges on the property subject to Equipment Financing Transactions permitted under Section 6.01(k) and Real Estate Financing Transactions permitted under Section 6.01(j), and negative pledges on the property subject to Liens permitted under Section 6.02; (f) negative pledges on intellectual property rights (other than, prior to the Trademark Release Date, Eligible Trademark Collateral) licensed from third parties; (g) negative pledges with respect to Indebtedness of Foreign Subsidiaries (other than Canadian Loan Parties) that only apply to the assets of such Foreign Subsidiaries; and (h) negative pledges in Indebtedness permitted by Section 6.01; provided that such negative pledges do not restrict the Loan Parties from securing the Obligations with Liens on any of their assets (except for restrictions contained in Indebtedness secured by Liens permitted by Section 6.02 which Liens apply only to the assets securing such Indebtedness).

Negative Pledges. No Loan Party shall, nor shall any Loan Party permit any None of its Subsidiaries the Borrowers or the LS&Co. Trust toNon-Borrower Subsidiaries (other than the Insurance Subsidiary) shall, directly or indirectly, enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability any of the Borrowers or Non-Borrower Subsidiaries (other than the Insurance Subsidiary, if any) to create, incur, assume or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except: (a) negative pledges existing on property of the U.S. Borrower and its Subsidiaries on the Second Amendment Effective Date and listed on Schedule 6.12; (b) negative pledges exist Liens in favor of the Administrative AgentAgent on property of such Person; provided, the Multicurrency Administrative Agent however, that this Section 7.09 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a) or Section 7.01(f), (y) such restrictions on deposits and the Lenders pursuant to the Loan Documents; (c) negative pledges in connection with any purchase money Indebtedness Liens permitted under Section 6.01(g7.01(c), or (z) outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03, (II) Section 7.03(e), (III) Section 7.03(m), or (IV) permitted renewals, extensions and refinancings thereof, in the case of each of clauses (x) and (y), to the extent required by the terms of the documents evidencing the applicable Indebtedness and solely to the extent that the agreement or instrument governing any such Indebtedness prohibits a Lien on negative pledge relates to the property acquired with financed by or the proceeds subject of such Indebtedness; , or any Excluded Trust Account established thereunder, (dii) negative pledges a restriction imposed with respect to Excluded Collateral, (iii) a restriction imposed under a Secured Hedge Agreement that requires the grant of a Lien under the Loan Documents to secure the applicable Hedge Bank, (iv) a restriction on pledged cash or cash equivalents, if any, in connection with any Capital Lease Obligation favor of an issuer or correspondent issuer of a letter of credit or other credit support permitted under this Agreement, or (v) a restriction in favor of any holder of secured Indebtedness incurred pursuant to Section 6.01(s7.03(j) solely that requires the grant of a junior priority Lien in favor of the holder of such Indebtedness (or an agent or trustee therefor) to the extent that such Capital Lease Obligation prohibits a Lien is granted in favor of the Administrative Agent on the property subject thereto; (e) negative pledges on the property subject to Equipment Financing Transactions permitted under Section 6.01(k) and Real Estate Financing Transactions permitted under Section 6.01(j), and negative pledges on the property subject to Liens permitted under Section 6.02; (f) negative pledges on intellectual property rights (other than, prior to the Trademark Release Date, Eligible Trademark Collateral) licensed from third parties; (g) negative pledges with respect to Indebtedness of Foreign Subsidiaries (other than Canadian Loan Parties) that only apply to the assets of such Foreign Subsidiaries; and Person (h) negative pledges including customary restrictions in Indebtedness permitted by Section 6.01; provided that such negative pledges do not restrict the Loan Parties from securing the Obligations with Liens on any of their assets (except for restrictions contained “junior lien” intercreditor agreement delivered in Indebtedness secured by Liens permitted by Section 6.02 which Liens apply only to the assets securing such Indebtednessconnection therewith).

Negative Pledges. No Loan Party shallCompany shall not enter into, nor and shall any Loan Party not permit any of its Restricted Subsidiaries or the LS&Co. Trust to, directly or indirectly, to enter into or suffer to existinto, any agreement prohibiting agreement, bond, note or conditioning other instrument (including, without limitation, any ground lease or other real estate lease described in Section 6.21) with or for the creation or assumption benefit of any Lien upon any of its property or assets exceptPerson other than the Lenders that would: (a) negative pledges existing on property prohibit the Company or the applicable Restricted Subsidiary from granting or otherwise limit the ability of the U.S. Borrower Company or such Restricted Subsidiary to grant to the Agent and its Subsidiaries the Lenders any Lien on any of the Second Amendment Effective Date and listed on Schedule 6.12Company’s or such Restricted Subsidiary’s assets or properties; (b) negative pledges in favor of the Administrative Agent, the Multicurrency Administrative Agent and the Lenders pursuant prohibit any Restricted Subsidiary from paying distributions or dividends to the Loan Documents;its equity holders; or (c) negative pledges require Company or any of its Restricted Subsidiaries to xxxxx x Xxxx to any other Person if such Person grants any Lien to the Lenders; except for the Related Agreements evidencing or securing: (i) in connection with any purchase money the cases of clauses (a) and (b) above, a Permitted Permanent Loan so long as such restriction applies only to the Encumbered Real Estate Subsidiaries that are bound by the relevant Related Agreements and terminates upon the payment of such Permitted Permanent Loan; (ii) in the case of clause (a) above, Purchase Money Indebtedness (including Capitalized Leases so long as such prohibition applies only to the granting of additional Liens on the property securing such Purchase Money Indebtedness; or (iii) in the cases of clauses (a) and (b) above, Indebtedness permitted under Section 6.01(g6.11(j) solely to or (l); provided, that any such prohibition is not more restrictive or limiting than the extent that restrictions in respect of dividends and distributions set forth in this Agreement or the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness; (d) negative pledges in connection with any Capital Lease Obligation permitted under Section 6.01(s) solely to the extent that such Capital Lease Obligation prohibits a Lien on the property subject thereto; (e) negative pledges on the property subject to Equipment Financing Transactions permitted under Section 6.01(k) and Real Estate Financing Transactions permitted under Section 6.01(j), and negative pledges on the property subject to Liens permitted under Section 6.02; (f) negative pledges on intellectual property rights (other than, prior to the Trademark Release Date, Eligible Trademark Collateral) licensed from third parties; (g) negative pledges with respect to Indebtedness of Foreign Subsidiaries (other than Canadian Loan Parties) that only apply to the assets of such Foreign SubsidiariesDocuments; and (h) negative pledges in Indebtedness permitted by Section 6.01; provided that such negative pledges do not restrict the Loan Parties from securing the Obligations with Liens on any of their assets (except for restrictions contained in Indebtedness secured by Liens permitted by Section 6.02 which Liens apply only to the assets securing such Indebtedness).or

Negative Pledges. No Loan Party shallThe Borrower will not enter into, nor shall any Loan Party and will not permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, to enter into or suffer to existinto, any agreement prohibiting , bond, note or conditioning other instrument with or for the creation or assumption benefit of any Person other than the Banks which would (a) prohibit such Person from granting, or otherwise limit the ability of such Person to grant, to the Banks any Lien on any assets or properties of such Person, or, in the case of any of the Borrower’s Subsidiaries, would prohibit such Subsidiary from paying distributions or dividends to its equity holders except for the Related Agreements evidencing or securing: (i) a Permitted Permanent Loan so long as such restriction applies only to the Real Estate Subsidiaries that are bound by the relevant Related Agreements and terminates upon the payment of such Permitted Permanent Loan; and (ii) Purchase Money Indebtedness (including Capitalized Leases) which prohibit the granting of additional Liens on the property securing such Purchase Money Indebtedness, or (b) require the Borrower or any of its property or assets except:Subsidiaries to gxxxx x Xxxx to any other Person if such Person grants any Lien to the Banks.” (am) negative pledges existing on property Section 6.7(b) of the U.S. Borrower and Original Agreement is amended in its Subsidiaries on the Second Amendment Effective Date and listed on Schedule 6.12;entirety to read as follows: (b) negative pledges in favor any wholly-owned Subsidiary of the Administrative AgentBorrower may pay dividends or make distributions to its parent; provided, however, that, if such wholly-owned Subsidiary is indirectly owned by the Multicurrency Administrative Agent and the Lenders pursuant Borrower through one or more intermediate Subsidiaries, then such Subsidiary may not pay dividends or make distributions to the Loan Documentsits parent unless all of such intermediate Subsidiaries can pay dividends or make distributions to their respective parents without any restriction or limitation set forth in any Related Agreement;”. (cn) negative pledges Section 6.10(n) of the Original Agreement is amended in connection with any purchase money Indebtedness permitted under Section 6.01(g) solely its entirety to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness; (d) negative pledges in connection with any Capital Lease Obligation permitted under Section 6.01(s) solely to the extent that such Capital Lease Obligation prohibits a Lien on the property subject thereto; (e) negative pledges on the property subject to Equipment Financing Transactions permitted under Section 6.01(k) and Real Estate Financing Transactions permitted under Section 6.01(j), and negative pledges on the property subject to Liens permitted under Section 6.02; (f) negative pledges on intellectual property rights (other than, prior to the Trademark Release Date, Eligible Trademark Collateral) licensed from third parties; (g) negative pledges with respect to Indebtedness of Foreign Subsidiaries (other than Canadian Loan Parties) that only apply to the assets of such Foreign Subsidiaries; and (h) negative pledges in Indebtedness permitted by Section 6.01; provided that such negative pledges do not restrict the Loan Parties from securing the Obligations with Liens on any of their assets (except for restrictions contained in Indebtedness secured by Liens permitted by Section 6.02 which Liens apply only to the assets securing such Indebtedness).read as follows:

Negative Pledges. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, indirectly enter into or suffer assume or become bound by, or permit any Subsidiary to existenter into or assume or become bound by, any agreement, other than this Agreement, the other Loan Documents and any operative documents in connection with Synthetic Lease Obligations (the “Synthetic Lease Documents”), or any provision of any certificate of incorporation, bylaws, partnership agreement, operating agreement or other organizational formation or governing document prohibiting or conditioning 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, or otherwise prohibiting or restricting any transaction contemplated hereby; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by any Law or by any Loan Document and the Synthetic Lease Documents, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness or other obligations permitted by both this Agreement and the Synthetic Lease Documents but, (y) solely with respect to the specific assets that secure the Synthetic Lease Obligations, any restriction or condition imposed by the Synthetic Lease Documents and, (z) 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 its property Indebtedness represented by publicly or assets except:privately placed notes as permitted by Section 7.2.1(vii) [Indebtedness]. (a9. Schedule 1.1(A) negative pledges existing on property of the U.S. Borrower Credit Agreement is hereby deleted in its entirety and its Subsidiaries replaced with the Schedule 1.1(A) attached hereto and incorporated herein by reference thereto. 10. Schedules 1.1(B), 5.1.3 and 5.1.13 of the Credit Agreement are hereby deleted in their entirety and replaced with the corresponding Schedules 1.1(B), 5.1.3 and 5.1.13 attached hereto and incorporated herein by reference thereto. 11. AVDC, Inc., an Illinois corporation (the "New Guarantor"), hereby agrees that effective as of the date hereof, it hereby is, and shall be deemed to be, a US Guarantor under the Credit Agreement and each of the other Loan Documents to which the US Guarantors are a party and agrees that from the date hereof and so long as any US Revolving Credit Loan or any US Commitment of any US Bank shall remain outstanding and until the payment in full of the US Revolving Credit Loans and the US Revolving Credit Notes and the US Swing Note and the performance of all other obligations (other than contingent indemnification and reimbursement obligations in respect of which no claim for payment has yet been asserted by the Person entitled thereto) of the US Borrowers under the Loan Documents, the New Guarantor has assumed the obligations of a US Guarantor under, and the New Guarantor shall perform, comply with and be subject to and bound by, jointly and severally with any other US Guarantor, each of the terms, provisions and waivers of the Credit Agreement, the Intercompany Subordination Agreement and each of the other Loan Documents which are stated to apply to or are made by a US Guarantor. Without limiting the generality of the foregoing, the New Guarantor hereby represents and warrants that (i) each of the representations and warranties with respect to the US Guarantors set forth in Article 5 of the Credit Agreement (except representations and warranties which relate solely to an earlier date or time) is true and correct in all material respects as to the New Guarantor on and as of the date hereof as if made on and as of the date hereof by the New Guarantor and (ii) the New Guarantor has heretofore received a true and correct copy of the Credit Agreement, and each of the other Loan Documents (including any modifications thereof or supplements or waivers thereto) as in effect on the Second Amendment Effective Date date hereof. The New Guarantor hereby makes, affirms, and listed on Schedule 6.12; (b) negative pledges ratifies in favor of the US Banks, the Administrative Agent, the Multicurrency Credit Agreement, the Intercompany Subordination Agreement and each of the other Loan Documents given by the US Guarantors to the Administrative Agent and any of the US Banks. 12. The provisions of Sections 2 through 11 of this Second Amendment shall not become effective until the Administrative Agent and the Lenders Syndication Agents have each received (i) this Second Amendment, duly executed by each of the Loan Parties, the Banks, the Administrative Agent, the Syndication Agents and the Co-Documentation Agents and (ii) those documents listed on the Preliminary Closing Agenda attached hereto as Exhibit A and incorporated herein by reference thereto. 13. Each Loan Party hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Credit Agreement, and except any such representations or warranties made as of a specific date or time, which shall have been true and correct in all material respects as of such date or time. 14. Each Loan Documents;Party acknowledges and agrees that each and every document, instrument or agreement, which secured the Obligations immediately prior to the entering into of this Second Amendment, including, without limitation, the Guaranty Agreements, continues to secure the Obligations. 15. The US Loan Parties, jointly and severally represent and warrant to the Administrative Agent and each of the Banks as follows: (ci) negative pledges each Loan Party has the full power to enter into, execute, deliver and carry out this Second Amendment and all such actions have been duly authorized by all necessary proceedings on its part, (ii) neither the execution and delivery of this Second Amendment by any Loan Party nor the consummation of the transactions herein contemplated or compliance with the terms and provisions hereof by any of them will conflict with, constitute a default under or result in connection any breach of (a) the terms and conditions of the certificate or articles of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of any Loan Party or (b) any material Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which any Loan Party is a party or by which it is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan Party, and (iii) this Second Amendment has been duly and validly executed and delivered by each Loan Party and constitutes the legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with any purchase money Indebtedness permitted under Section 6.01(g) solely its terms, except to the extent that enforceability of this Second Amendment may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the agreement enforceability of creditors' rights generally or instrument governing limiting the right of specific performance and general concepts of equity. 16. Each Loan Party represents and warrants that (i) no Event of Default exists under the Credit Agreement, nor will any occur as a result of the execution and delivery of this Second Amendment or the performance or observance of any provision hereof or any transaction completed hereby, and (ii) the schedules attached to and made a part of the Credit Agreement, are true and correct in all material respects as of the date hereof, except as such Indebtedness prohibits a Lien on the property acquired schedules may have heretofore been amended or modified in writing in accordance with the proceeds Credit Agreement or pursuant to this Second Amendment. 17. The Parent represents and warrants that its Debt Rating from Standard & Poor's and/or Xxxxx'x has not been withdrawn at any time from the Closing Date through and including the date of such Indebtedness;this Second Amendment. (d) negative pledges 18. Each reference to the Credit Agreement that is made in the Credit Agreement or any other document executed or to be executed in connection with any Capital Lease Obligation permitted under Section 6.01(s) solely therewith shall hereafter be construed as a reference to the extent that Credit Agreement as amended hereby. 19. The agreements contained in this Second Amendment are limited to the specific agreements made herein. Except as amended hereby, all of the terms and conditions of the Credit Agreement and the Loan Documents shall remain in full force and effect. This Second Amendment amends the Credit Agreement and is not a novation thereof. 20. This Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such Capital Lease Obligation prohibits a Lien on counterparts shall constitute but one and the property subject thereto;same instrument. (e) negative pledges on the property subject to Equipment Financing Transactions permitted under Section 6.01(k) and Real Estate Financing Transactions permitted under Section 6.01(j)21. This Second Amendment shall be governed by, and negative pledges on shall be construed and enforced in accordance with, the property subject to Liens permitted under Section 6.02; (f) negative pledges on intellectual property rights (other than, prior Laws of the State of Ohio without regard to the Trademark Release Dateprinciples of the conflicts of law thereof. Each of the parties hereto irrevocably and unconditionally submits, Eligible Trademark Collateral) licensed from third parties; (g) negative pledges for itself and its property, to the exclusive jurisdiction and venue of the courts of the State of Ohio sitting in Franklin County, Ohio and the United States District Court for the Southern District of Ohio with respect to Indebtedness any suit arising out of Foreign Subsidiaries (other than Canadian Loan Parties) that only apply or relating to the assets of such Foreign Subsidiaries; and (h) negative pledges in Indebtedness permitted by Section 6.01; provided that such negative pledges do not restrict the Loan Parties from securing the Obligations with Liens on any of their assets (except for restrictions contained in Indebtedness secured by Liens permitted by Section 6.02 which Liens apply only to the assets securing such Indebtedness)this Second Amendment.

Negative Pledges. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except: (a) negative pledges existing on property of the U.S. Borrower and its Subsidiaries on the Second Amendment Effective Date and listed on Schedule 6.12; (b) negative pledges in favor of the Administrative Agent, the Multicurrency Administrative Agent and the Lenders pursuant to the Loan Documents; (c) negative pledges in connection with any purchase money Indebtedness permitted under Section 6.01(g) solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness; (d) negative pledges in connection with any Capital Lease Obligation permitted under Section 6.01(s6.01(t) solely to the extent that such Capital Lease Obligation prohibits a Lien on the property subject thereto; (e) negative pledges on the property subject to Equipment Financing Transactions permitted under Section 6.01(k) and Real Estate Financing Transactions permitted under Section 6.01(j), and negative pledges on the property subject to Liens permitted under Section 6.02; (f) negative pledges on intellectual property rights (other than, prior to the Trademark Release Date, Eligible Trademark Collateral) licensed from third parties; (g) negative pledges with respect to Indebtedness of Foreign Subsidiaries (other than Canadian Loan Parties) that only apply to the assets of such Foreign Subsidiaries; and (h) negative pledges in Indebtedness permitted by Section 6.01; provided that such negative pledges do not restrict the Loan Parties from securing the Obligations with Liens on any of their assets (except for restrictions contained in Indebtedness secured by Liens permitted by Section 6.02 which Liens apply only to the assets securing such Indebtedness).

Negative Pledges. No Except with respect to any Additional Unsecured Senior Debt, Subordinated Indebtedness, the First Cash Senior Notes and any Indebtedness permitted under Section 6.11(w) (and any Permitted Refinancings thereof), neither the Borrower nor any other Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, will enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any its properties or assets whether now owned or hereafter acquired, except with respect to (a) specific property encumbered to secure payment of its particular Indebtedness or to be sold pursuant to an executed agreement with respect to a disposition permitted under Section 6.13, (b) restrictions that (i) are included in a contractual obligation entered into in connection with a disposition permitted pursuant to Section 6.13 (or in connection with the payment in full of the Obligations) and (ii) relate only to assets subject to such asset sale, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses and other contracts entered into in the ordinary course of business, (d) provisions in customary joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder, (e) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (f) restrictions or conditions related to secured Indebtedness otherwise permitted to be incurred under Section 6.11(i) that limit the right of the obligor to dispose of the assets securing such Indebtedness or if such restrictions or conditions apply only to the Person obligated under such Indebtedness or the property or assets except: intended to secure such Indebtedness, (g) customary restrictions pursuant to the terms of a Permitted Receivables Financing and (gh) any encumbrances or restrictions of the types referred to in clauses (a) negative pledges existing on property through (fg) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the U.S. Borrower and its Subsidiaries on the Second Amendment Effective Date and listed on Schedule 6.12; (b) negative pledges in favor of the Administrative Agent, the Multicurrency Administrative Agent and the Lenders pursuant contracts referred to the Loan Documents; (c) negative pledges in connection with any purchase money Indebtedness permitted under Section 6.01(g) solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness; (d) negative pledges in connection with any Capital Lease Obligation permitted under Section 6.01(s) solely to the extent that such Capital Lease Obligation prohibits a Lien on the property subject thereto; (e) negative pledges on the property subject to Equipment Financing Transactions permitted under Section 6.01(k) and Real Estate Financing Transactions permitted under Section 6.01(j), and negative pledges on the property subject to Liens permitted under Section 6.02; (f) negative pledges on intellectual property rights (other than, prior to the Trademark Release Date, Eligible Trademark Collateral) licensed from third parties; (g) negative pledges with respect to Indebtedness of Foreign Subsidiaries (other than Canadian Loan Parties) that only apply to the assets of such Foreign Subsidiaries; and (h) negative pledges in Indebtedness permitted by Section 6.01therein; provided that such negative pledges do not restrict amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the Loan Parties from securing good faith judgment of the Obligations Borrower, no more restrictive with Liens on any of their assets (except for restrictions contained in Indebtedness secured by Liens permitted by Section 6.02 which Liens apply only respect to the assets securing such Indebtedness)encumbrance or other restrictions, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledges. No Loan Party shallAgree with any Person other than the Agent not to grant a security interest in or otherwise encumber, nor shall any Loan Party permit any of its Subsidiaries property, or covenant to any other Person that Borrower or any Subsidiary Guarantor in the LS&Co. Trust tofuture will refrain from creating, directly incurring, assuming or indirectly, enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of allowing any Lien upon any of its property or assets except: (a) negative pledges existing on property of the U.S. Borrower and its Subsidiaries on the Second Amendment Effective Date and listed on Schedule 6.12; (b) negative pledges in favor of the Administrative Agent, the Multicurrency Administrative Agent and the Lenders pursuant to the Loan Documents; (c) negative pledges in connection with any purchase money Indebtedness permitted under Section 6.01(g) solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness; (d) negative pledges in connection with any Capital Lease Obligation permitted under Section 6.01(s) solely to the extent that such Capital Lease Obligation prohibits a Lien on the property subject thereto; (e) negative pledges on the property subject to Equipment Financing Transactions permitted under Section 6.01(k) and Real Estate Financing Transactions permitted under Section 6.01(j), and negative pledges on the property subject to Liens permitted under Section 6.02; (f) negative pledges on intellectual property rights (other than, prior to the Trademark Release Date, Eligible Trademark Collateral) licensed from third parties; (g) negative pledges with respect to Indebtedness of Foreign Subsidiaries (other than Canadian Loan Parties) that only apply to the assets of such Foreign Subsidiaries; and (h) negative pledges in Indebtedness permitted by Section 6.01; provided that such negative pledges do not restrict the Loan Parties from securing the Obligations with Liens on any of their assets Borrower’s or such Subsidiary Guarantor’s property, in each case, except (except for i) as set forth in the documents implementing any Permitted Additional Senior Indebtedness, (ii) customary restrictions contained on assignment in leases, license, contracts and other agreements, (iii) any agreement evidencing Indebtedness secured by Liens permitted by Section 6.02 which Liens apply only 6.9, as to the assets securing such Indebtedness, (iv) any agreement evidencing an asset sale or other disposition permitted by this Agreement, as to the assets being sold or disposed of, (v) restrictions or conditions contained in the documents governing the 2012 Senior Notes and the documents governing any refinancing, renewal, extension or amendment thereof permitted by Section 6.10(a) (provided such restrictions in any documents governing any refinancing, renewal, extension or amendment thereof permitted by Section 6.10(a) are not materially more restrictive, taken as a whole and as determined in good faith and certified on behalf of Borrower by a Responsible Official, than those in the Indebtedness being refinanced), (vi) intellectual property licenses, (vii) Communications Licenses and other government licenses, authorizations, approvals, orders, consents and permits, (viii) customary provisions with respect to the creation or assumption of any such Liens in joint venture agreements to the extent such Joint Ventures are permitted hereunder and (ix) as set forth in the documents governing any Permitted ECA Financings so long as such restrictions relate only to ECA Borrowers, ECA Guarantors and ECA Assets.

Negative Pledges. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except: (a) negative pledges existing on property of the U.S. Borrower and its Subsidiaries on the Second Amendment and Restatement Effective Date and listed on Schedule 6.12; (b) negative pledges in favor of the Administrative Agent, the Multicurrency Administrative Agent and the Lenders pursuant to the Loan Documents; (c) negative pledges in connection with any purchase money Indebtedness permitted under Section 6.01(g) solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness; (d) negative pledges in connection with any Capital Lease Obligation permitted under Section 6.01(s) solely to the extent that such Capital Lease Obligation prohibits a Lien on the property subject thereto; (e) negative pledges on the property subject to Equipment Financing Transactions permitted under Section 6.01(k) and Real Estate Financing Transactions permitted under Section 6.01(j), and negative pledges on the property subject to Liens permitted under Section 6.02; (f) negative pledges on intellectual property rights (other than, prior to the Trademark Release Date, Eligible Trademark Collateral) licensed from third parties; (g) negative pledges with respect to Indebtedness of Foreign Subsidiaries (other than Canadian Loan Parties) that only apply to the assets of such Foreign Subsidiaries; and (h) negative pledges in Indebtedness permitted by Section 6.01; provided that such negative pledges do not restrict the Loan Parties from securing the Obligations with Liens on any of their assets (except for restrictions contained in Indebtedness secured by Liens Xxxxx permitted by Section 6.02 which Liens apply only to the assets securing such Indebtedness).

Negative Pledges. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except: (a) negative pledges existing on property of the U.S. Borrower and its Subsidiaries on the Second Amendment and Restatement Effective Date and listed on Schedule 6.12; (b) negative pledges in favor of the Administrative Agent, the Multicurrency Administrative Agent and the Lenders pursuant to the Loan Documents; (c) negative pledges in connection with any purchase money Indebtedness permitted under Section 6.01(g) solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness; (d) negative pledges in connection with any Capital Lease Obligation permitted under Section 6.01(s) solely to the extent that such Capital Lease Obligation prohibits a Lien on the property subject thereto; (e) negative pledges on the property subject to Equipment Financing Transactions permitted under Section 6.01(k) and Real Estate Financing Transactions permitted under Section 6.01(j), and negative pledges on the property subject to Liens permitted under Section 6.02; (f) negative pledges on intellectual property rights (other than, prior to the Trademark Release Date, Eligible Trademark Collateral) licensed from third parties; (g) negative pledges with respect to Indebtedness of Foreign Subsidiaries (other than Canadian Loan Parties) that only apply to the assets of such Foreign Subsidiaries; and (h) negative pledges in Indebtedness permitted by Section 6.01; provided that such negative pledges do not restrict the Loan Parties from securing the Obligations with Liens on any of their assets (except for restrictions contained in Indebtedness secured by Liens permitted by Section 6.02 which Liens apply only to the assets securing such Indebtedness).

Negative Pledges. No Loan Party shallAgree with any Person other than Administrative Agent not to grant a security interest in or otherwise encumber, nor shall any Loan Party permit any of its Subsidiaries property, or covenant to any other Person that Borrower or any Subsidiary Guarantor in the LS&Co. Trust tofuture will refrain from creating, directly incurring, assuming or indirectly, enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of allowing any Lien upon any of its property or assets except: (a) negative pledges existing on property of the U.S. Borrower and its Subsidiaries on the Second Amendment Effective Date and listed on Schedule 6.12; (b) negative pledges in favor of the Administrative Agent, the Multicurrency Administrative Agent and the Lenders pursuant to the Loan Documents; (c) negative pledges in connection with any purchase money Indebtedness permitted under Section 6.01(g) solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness; (d) negative pledges in connection with any Capital Lease Obligation permitted under Section 6.01(s) solely to the extent that such Capital Lease Obligation prohibits a Lien on the property subject thereto; (e) negative pledges on the property subject to Equipment Financing Transactions permitted under Section 6.01(k) and Real Estate Financing Transactions permitted under Section 6.01(j), and negative pledges on the property subject to Liens permitted under Section 6.02; (f) negative pledges on intellectual property rights (other than, prior to the Trademark Release Date, Eligible Trademark Collateral) licensed from third parties; (g) negative pledges with respect to Indebtedness of Foreign Subsidiaries (other than Canadian Loan Parties) that only apply to the assets of such Foreign Subsidiaries; and (h) negative pledges in Indebtedness permitted by Section 6.01; provided that such negative pledges do not restrict the Loan Parties from securing the Obligations with Liens on any of their assets Borrower’s or such Subsidiary Guarantor’s property, in each case, except (except for i) as set forth in the documents implementing any Permitted Additional Senior Indebtedness, (ii) customary restrictions contained on assignment in leases, license, contracts and other agreements, (iii) any agreement evidencing Indebtedness secured by Liens permitted by Section 6.02 which Liens apply only 6.9, as to the assets securing such Indebtedness, (iv) any agreement evidencing an asset sale or other disposition permitted by this Agreement, as to the assets being sold or disposed of, (v) restrictions or conditions contained in the documents governing the 2012 Notes, the documents governing the 2009 Notes and the documents governing any refinancing, renewal or extension thereof permitted by Section 6.10(a) of any of the foregoing (provided such restrictions in any documents governing any refinancing, renewal or extension thereof permitted by Section 6.10(a) are not materially more restrictive, taken as a whole and as determined in good faith and certified on behalf of Borrower by a Responsible Official, than those in the Indebtedness being refinanced), (vi) intellectual property licenses, (vii) government licenses and (viii) customary provisions with respect to the creation or assumption of any such Liens in joint venture agreements to the extent such Joint Ventures are permitted hereunder.