Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, the Senior Note Documents, the U.S. Facility, the documents governing any Indebtedness permitted under Section 8.1(g), any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(e) or any renewal, extension, refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) or any agreement governing any renewal, extension, refinancing or refunding of the Senior Notes permitted under Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on the date hereof), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessary, each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to:
(a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, any other Warnaco Entity, or
(b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of any Warnaco Entity to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.
Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than pursuant to the Loan Documents and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (b), (c), or (d) of Section 8.1 (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby) or in connection with an Asset Sale which is permitted under Section 8.3 (in respect only of the assets subject thereto) or pursuant to customary anti-assignment provisions contained in leases or licenses permitted under this Agreement or as otherwise contained, at the date hereof, in the Indentures or in or any other agreement by which the Borrower or any of its Subsidiaries is bound that is in effect as of the Effective Date, Borrower will not, and will not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, Borrower or any other Subsidiary of Borrower or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of Borrower or any Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires other Indebtedness or Contractual Obligations to be equally and ratably secured with the Obligations.
Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (a) pursuant to the Loan Documents or (b) pursuant to any secured Indebtedness or Capital Lease Obligations permitted by Section 8.1(b), (d), (e), (m), (p), or (q) so long as any prohibition or limitation is only effective against the assets securing such Indebtedness, the Borrower shall not, and shall not permit any Restricted Subsidiaries to, (i) except as in effect on the date hereof and other than for Joint Ventures and Subsidiaries that are not Guarantors, agree to enter into or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (ii) other than customary non-assignment provisions in contracts entered into in the ordinary course of business, enter into or permit to exist or become effective any enforceable agreement prohibiting or limiting the ability of the Borrower or any Restricted Subsidiary to create, incur, assume or permit to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.
Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than pursuant to the Loan Documents and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (b), (d) or (e) of Section 8.1 (Indebtedness) (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), the Company shall not, and shall not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, any Borrower or any other Subsidiary thereof or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of any Borrower or any Subsidiary thereof to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.
Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, the Term Loan Documents, the U.S. Facility, the documents governing any Indebtedness permitted under Section 8.1(g), any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(e) or any renewal, extension, refinancing, exchange or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) or any agreement governing any renewal, extension, refinancing, exchange or refunding of the Term Loans permitted under Section 8.1(f), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessary, each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to:
2.25 Section 8.13 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Restrictions on Subsidiary Distributions; No New Negative Pledge of the Credit Agreement in its entirety and substituting in lieu thereof the following:
Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than as a result of the commencement of the Cases pursuant to the Loan Documents and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(b) (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), such Loan Party will not, and will not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, including any agreement which requires other Indebtedness or material Contractual Obligation to be equally and ratably secured with the Obligations.
Restrictions on Subsidiary Distributions; No New Negative Pledge of the Credit Agreement is hereby amended by inserting immediately after the phrase “or pursuant to customary anti-assignment provisions contained in leases or licenses permitted under this Agreement” and immediately before the phrase “or as otherwise contained”, the following phrase: or pursuant to the transactions contemplated by or incidental to the Xxxxxxxx Upgrade as set forth on Schedule C to the Ninth Amendment.
Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than pursuant to the Loan Documents, any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (B) or (D) of SECTION 8.1 (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby) and any executed agreement with respect to an Asset Sale permitted under SECTION 8.4, the Borrower will not, and will not permit any of its Subsidiaries to, (a) agree
Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents or as otherwise permitted or required under the Existing Debt Documents, the Borrower shall not, and shall not permit any of its Subsidiaries to, agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower.
