Common use of Further Negative Pledges Clause in Contracts

Further Negative Pledges. Since the immediately preceding Compliance Date, Borrower has not entered into or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its property, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if security is given for any other obligation except pursuant to the terms of any Permitted Purchase Money Indebtedness to the extent such limitations relate only to the property that is the subject of the Purchase Money Lien securing such Permitted Purchase Money Indebtedness [IF BORROWER HAS ENTERED INTO OR BECOME SUBJECT TO ANY SUCH AGREEMENT, DESCRIBE SUCH TRANSACTIONS IN DETAIL]. The undersigned ______________________ [TREASURER/CHIEF FINANCIAL OFFICER] of Borrower, executing and delivering this Compliance Certificate on behalf of Borrower, further certifies that _____ [he/she] has reviewed the Loan Agreement and has no knowledge of any event or condition which constitutes a Default or an Event of Default under the Loan Agreement or the other Loan Documents other than [IF ANY DEFAULT OR EVENT OF DEFAULT HAS OCCURRED, DESCRIBE THE SAME, THE PERIOD OF EXISTENCE THEREOF AND WHAT ACTION BORROWER HAS TAKEN OR PROPOSES TO TAKE WITH RESPECT THERETO].

Further Negative Pledges. Since the immediately preceding Compliance DateExcept with respect to specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to an Asset Sale or held in respect of Capital Leases permitted pursuant to subsection 7.1(iii), Borrower has not entered neither Company nor any of its Subsidiaries shall enter into or become subject to any agreement (other than (x) the Senior Subordinated Note Indenture and (y) an agreement prohibiting or otherwise restricting only the creation of Liens securing Subordinated Indebtedness) prohibiting the creation or assumption of any Lien upon any of its propertyproperties or assets, whether now owned or hereafter acquired, ; provided that the foregoing shall not preclude Company and its Subsidiaries from entering into: o agreements with governmental authorities prohibiting the creation or requiring the grant assumption of any security for Lien on assets located in the jurisdiction of any obligation if security is given for any other obligation except such governmental authority and utilized pursuant to the applicable agreement, (i) to the extent existing on the Closing Date, as set forth in SCHEDULE 7.2C(A), and (ii) to the extent such agreements are entered into after the Closing Date, at the time any such agreement is entered into, the aggregate value of such assets subject to such prohibitions, together with the aggregate value of any such assets subject to the encumbrances and restrictions permitted by subsection 7.2D(a)(ii), in each case as set forth on the most recent consolidated balance sheet of Company and its Subsidiaries in accordance with GAAP, shall not exceed 5% of the aggregate value of all assets set forth on the most recent consolidated balance sheet of Company and its Subsidiaries in accordance with GAAP; o (A) agreements containing customary provisions restricting (1) the subletting or assignment of any lease or (2) the transfer of copyrighted or patented materials, (B) agreements containing provisions that restrict the assignment of such agreements or rights thereunder; PROVIDED that payments received or to be received pursuant to such agreements shall be subject to the Liens securing the Obligations or (C) customary provisions contained in the terms of any Permitted Purchase Money Indebtedness shares, interests, participations or other equivalents of corporate stock of any Subsidiary of Company that is a corporation or any partnership, limited liability company or other equity interests of any Subsidiary of Company that is not a corporation (hereinafter "EQUITY INTERESTS") restricting the payment of dividends and the making of distributions on Equity Interests, in each case described in this clause (C) solely to the extent set forth in SCHEDULE 7.2D(C); o agreements or instruments governing Indebtedness permitted by subsection 7.1(xi) prohibiting the creation or assumption of any Lien on assets or properties of the Foreign Subsidiary incurring such limitations relate only Indebtedness; PROVIDED that the projected Consolidated EBITDA attributable to the property that is Foreign Subsidiary incurring such Indebtedness and any of its Subsidiaries in any Fiscal Year (as set forth in the subject Financial Plan or Revised Financial Plan, as the case may be, for such Fiscal Year) shall not exceed 5% of the Purchase Money aggregate projected Consolidated EBITDA of Company and its Subsidiaries in such Fiscal Year (as set forth in the Financial Plan or Revised Financial Plan, as the case may be, for such Fiscal Year); PROVIDED FURTHER that, in the event that the Foreign Subsidiary incurring such Indebtedness was not included in the Financial Plan or Revised Financial Plan, as the case may be, for such Fiscal Year because such Foreign Subsidiary was not a Subsidiary of Company at the time such Financial Plan or Revised Financial Plan, as the case may be, was prepared, for purposes of the preceding proviso the projected Consolidated EBITDA attributable to such Foreign Subsidiary and its Subsidiaries for such Fiscal Year shall be deemed to be the projected Consolidated EBITDA of such Foreign Subsidiary and its Subsidiaries for the twelve months immediately succeeding the incurrence of such Indebtedness as detailed in an Officer's Certificate in form and substance reasonably acceptable to Administrative Agent delivered to Administrative Agent prior to the incurrence of such Indebtedness; o restrictions on the transfer of assets subject to any Lien securing permitted under this subsection 7.2 to the extent imposed by the agreements creating such Permitted Purchase Money Indebtedness [IF BORROWER HAS ENTERED INTO OR BECOME SUBJECT TO ANY SUCH AGREEMENT, DESCRIBE SUCH TRANSACTIONS IN DETAIL]. The undersigned ______________________ [TREASURER/CHIEF FINANCIAL OFFICER] Liens; o agreements containing customary rights of Borrower, executing first refusal with respect to Company's and delivering this Compliance Certificate its Subsidiaries' interests in their respective non wholly-owned Subsidiaries and Joint Ventures; provided that any such agreements existing on behalf the Closing Date are set forth in SCHEDULE 7.2C(E); o applicable law to the extent restricting the transfer of Borrower, further certifies that _____ [he/she] has reviewed assets; and o agreements (other than agreements referred to in clause (a) above) prohibiting the Loan Agreement and has no knowledge creation or assumption of any event or condition which constitutes a Default or an Event of Default under Lien on assets utilized pursuant to such agreement solely to the Loan Agreement or the other Loan Documents other than [IF ANY DEFAULT OR EVENT OF DEFAULT HAS OCCURRED, DESCRIBE THE SAME, THE PERIOD OF EXISTENCE THEREOF AND WHAT ACTION BORROWER HAS TAKEN OR PROPOSES TO TAKE WITH RESPECT THERETO]extent set forth in Schedule 7.2C(g).