Common use of Restrictions on Subsidiary Distributions; No New Negative Pledge Clause in Contracts

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 (a) pursuant to the Loan Documents or (b) pursuant to and any secured agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(bclause (b), (d), (e), (m), (pc), or (qd) so long as of Section 8.1(in which latter case, any prohibition or limitation is shall only be effective against the assets securing such Indebtednessfinanced thereby) or in connection with an Asset Sale which is permitted under Section 8.4 (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 and the Senior Secured Note Documents, the Borrower shall Senior Second Lien Note Documents and the MCC Credit Agreement, Terra Industries will not, and shall will not permit any Restricted of its Subsidiaries to, (ia) 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 Terra Industries or any other Restricted Subsidiary of the Borrower Terra Industries or (iib) other than customary non-assignment provisions in contracts entered into in the ordinary course of business, enter into or permit suffer to exist or become effective any enforceable agreement prohibiting which prohibits or limiting limits the ability of the Borrower Borrowers or any Restricted Subsidiary to create, incur, assume or permit 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 any which requires other Indebtedness or Contractual Obligation 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 and any secured agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(bclause (b), (d), (e), (m), (pc), or (qd) so long as of Section 8.1(in which latter case, any prohibition or limitation is shall only be effective against the assets securing such Indebtednessfinanced thereby) or in connection with an Asset Sale which is permitted under Section 8.4 (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 Borrower shall date hereof, in the Indentures, TNCLP will not, and shall will not permit any Restricted of its Subsidiaries to, (ia) 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 TNCLP or any other Restricted Subsidiary of the Borrower TNCLP or (iib) other than customary non-assignment provisions in contracts entered into in the ordinary course of business, enter into or permit suffer to exist or become effective any enforceable agreement prohibiting which prohibits or limiting limits the ability of the Borrower or any Restricted Subsidiary to create, incur, assume or permit 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 any which requires other Indebtedness or Contractual Obligation 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 and any agreements governing any Non-Recourse Indebtedness, or (b) pursuant to any secured purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(b), (d), ) or (e)) (Indebtedness) (in the case of any such purchase money Indebtedness or Capital Lease Obligations, (m), (p), or (q) so long as any prohibition or limitation is only effective against the assets securing such Indebtednessfinanced thereby), the Borrower shall not, and shall not permit any Restricted Subsidiaries of its subsidiaries to, (ia) except as in effect on the date hereof and other than for Permitted Joint Ventures and Subsidiaries that are not GuarantorsVentures, 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 (iib) other than customary non-assignment provisions in contracts entered into in the ordinary course of business, enter into or permit suffer 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 suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, acquired to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.” (k) by deleting Schedule II to the Credit Agreement in its entirety and substituting in lieu thereof the Amended and Restated Schedule II attached hereto as Exhibit A.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (a) pursuant to the Loan Documents or (b) pursuant to and any secured agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(b), (d), (e), (m), (p), c) or (qd) so long as of the Credit Agreement (in which latter case, any prohibition or limitation is shall only be effective against the assets securing such Indebtednessfinanced thereby) or in connection with an Asset Sale which is permitted under Section 7(a) hereof (in respect only of the assets subject thereto) or pursuant to customary anti-assignment provisions contained in leases or licenses permitted under this Subsidiary Guarantee or as otherwise contained, the Borrower shall not, and shall not permit any Restricted Subsidiaries to, (i) except as in effect on at the date hereof hereof, in any agreement by which such Guarantor is bound, each Guarantor hereby covenants and other than for Joint Ventures and Subsidiaries agrees that are it will not Guarantors, (1) agree to enter into or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the its 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 (ii2) other than customary non-assignment provisions in contracts entered into in the ordinary course of business, enter into or permit suffer to exist or become effective any enforceable agreement prohibiting which prohibits or limiting limits the ability of the Borrower or any Restricted Subsidiary such Guarantor to create, incur, assume or permit suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Guaranteed Obligations, including any agreement requiring any which requires other Indebtedness or Contractual Obligation Obligations to be equally and ratably secured with the Guaranteed Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (a) pursuant to the Loan Documents or (b) pursuant to Documents, the Existing Subordinated Note Documents, the Existing Subordinated Indentures, the KNTV Affiliation Agreement and any secured agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(bclause (B), (d), (e), (m), (pD), or (qE) so long as of SECTION 8.1 (in which latter case, any prohibition or limitation is shall only be effective against the assets securing such Indebtednessfinanced thereby), the Borrower shall will not, and shall will not permit any Restricted of its Subsidiaries to, (ia) 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 (iib) other than customary non-assignment provisions in contracts entered into in the ordinary course of business, enter into or permit suffer to exist or become effective any enforceable agreement prohibiting which prohibits or limiting limits the ability of the Borrower or any Restricted such Subsidiary to create, incur, assume or permit 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 any which requires other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (ax) pursuant to the Loan Documents or (b) pursuant to Documents, agreements existing on the Petition Date and any secured agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(b), clause (d), ) or (e)) of Section 8.1 (in which latter case, (m), (p), or (q) so long as any prohibition or limitation is shall only be effective against the assets securing financed thereby), (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 Indebtednessprovisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale permitted by Section 8.4, the Borrower shall such Grantor will not, and shall will not permit any Restricted of its Subsidiaries to, (ia) 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 (iib) other than customary non-assignment provisions in contracts entered into in the ordinary course of business, enter into or permit suffer to exist or become effective any enforceable agreement prohibiting which prohibits or limiting limits the ability of the Borrower or any Restricted Subsidiary of the Borrower to create, incur, assume or permit 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 which requires 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 (ax) pursuant to the Loan Documents Documents, the Senior Note Documents, the documents governing any Indebtedness permitted under, Section 8.1(g) (without limiting the approval rights of the Administrative Agents under Section 8.1(g)), or (b) pursuant to any secured agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(b)8.1(e) or Section 8.1(f) (in which case, (d), (e), (m), (p), or (q) so long as any prohibition or limitation is shall only be effective against the assets securing financed thereby), (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 Indebtednessprovisions 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 shall will not, and shall will not permit any Restricted of its respective Subsidiaries to, : (ia) 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 Warnaco Entity, or (iib) other than customary non-assignment provisions in contracts entered into in the ordinary course of business, enter into or permit suffer to exist or become effective any enforceable agreement prohibiting which prohibits or limiting limits the ability of the Borrower or any Restricted Subsidiary Warnaco Entity to create, incur, assume or permit 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 any 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 (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), (l), (m), (p), (q), or (qr) so long as any prohibition or limitation is only effective against the assets securing such Indebtedness, the Borrower Parent 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 Parent or any other Restricted Subsidiary of the Borrower Parent 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 Parent 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 (ax) pursuant to the Loan Documents Documents, agreements existing on the Petition Date or (b) pursuant to any secured agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(b), clause (d), ) or (e)) of Section 8.1 (in which latter case, (m), (p), or (q) so long as any prohibition or limitation is shall only be effective against the assets securing financed thereby), (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 Indebtednessprovisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale permitted by Section 8.4, the Borrower shall such Loan Party will not, and shall will not permit any Restricted of its Subsidiaries to, (ia) 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 Group or any other Restricted Subsidiary of the Borrower Group or (iib) other than customary non-assignment provisions in contracts entered into in the ordinary course of business, enter into or permit suffer to exist or become effective any enforceable agreement prohibiting which prohibits or limiting limits the ability of the Borrower Group or any Restricted Subsidiary of Group to create, incur, assume or permit 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 any which requires other Indebtedness or Contractual Obligation 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 and any secured Indebtedness agreements governing any purchase money Debt or Capital Lease Obligations permitted by Section 8.1(bclause (b), (d), (e), (m), (pc), or (qd) so long as of Section 6.1(in which latter case, any prohibition or limitation is shall only be effective against the assets securing such Indebtednessfinanced thereby) or in connection with an Asset Sale which is permitted under Section 6.4 (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, the Borrower shall Senior Secured Note Documents, the Senior Second Lien Note Documents and the Terra Credit Facility Terra will not, and shall will not permit any Restricted of its Subsidiaries to, (ia) 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 Debt owed to, the Borrower Terra or any other Restricted Subsidiary of the Borrower Terra or (iib) other than customary non-assignment provisions in contracts entered into in the ordinary course of business, enter into or permit suffer to exist or become effective any enforceable agreement prohibiting which prohibits or limiting limits the ability of the Borrower Borrowers or any Restricted Subsidiary to create, incur, assume or permit 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 any which requires other Indebtedness Debt or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (ax) pursuant to the Loan Documents or Documents, the Second Lien Note Documents, the documents governing any Indebtedness permitted under Section 8.1(h) (without limiting the approval rights of the Administrative Agent under Section 8.1(h)) and, solely with respect to clause (b) pursuant to below, the Take-Out Security Documents, or any secured agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(b)8.1(f) or Section 8.1(g) (in which case, (d), (e), (m), (p), or (q) so long as any prohibition or limitation is shall only be effective against the assets securing financed thereby), (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 Indebtednessprovisions 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 shall will not, and shall will not permit any Restricted of its respective Subsidiaries to, : (ia) 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 Warnaco Entity, or (iib) other than customary non-assignment provisions in contracts entered into in the ordinary course of business, enter into or permit suffer to exist or become effective any enforceable agreement prohibiting which prohibits or limiting limits the ability of the Borrower or any Restricted Subsidiary Warnaco Entity to create, incur, assume or permit 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 any 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 (a) pursuant to the Loan Documents or (b) pursuant to and any secured agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(b7.2(b), (d), ) or (e)) (Indebtedness) above (in which latter case, (m), (p), or (q) so long as any prohibition or limitation is shall only be effective against the assets securing such Indebtednessfinanced thereby) and except for restrictions set forth in the Indenture and in the Senior Loan Documents as of the Effective Date, the Borrower shall not, and shall not permit any Restricted of its Material Subsidiaries to, (ia) 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 Material 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 Material Subsidiary of the Borrower or (iib) enter into or, other than customary non-assignment provisions pursuant to agreements in contracts entered into in effect on the ordinary course of businessdate hereof, enter into or permit suffer to exist or become effective any enforceable agreement prohibiting or limiting the ability of the Borrower or any Restricted Material Subsidiary to create, incur, assume or permit suffer to exist any Lien or Encumbrance 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.