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.

Negative Pledges. No Credit Party None of the Borrowers or the Non-Borrower Subsidiaries (other than the Insurance Subsidiary) shall, nor shall they permit any Subsidiary to, directly or indirectly, enter intointo 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 otherwise be boundsuffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, by any Negative Pledge other than however, that this Section 7.09 shall not prohibit (i) any Negative Pledge contained negative pledge incurred or provided in an agreement entered into in connection with favor of any holder of 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; secured by a Lien permitted by Section 7.01(a) or (y) any agreement relating outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03, (II) Section 7.03(m), or (III) permitted renewals, extensions and refinancings thereof, in the case of each of clauses (x) and (y), to the sale extent required by the terms of any Subsidiary or any assets pending such sale; provided, that in the documents evidencing the applicable Indebtedness and solely to the extent any such case, the Negative Pledge applies only negative pledge relates to the Subsidiary property financed by or the assets that are the subject of such sale; Indebtedness, or any Excluded Trust Account established thereunder, (ii) a restriction imposed with respect to Excluded Collateral, or (ziii) a restriction in favor of any agreement holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires the grant of a junior priority Lien in effect at favor of the time any Person becomes holder of such Indebtedness (or an agent or trustee therefor) to the extent that a Subsidiary so long as such agreement was not entered into Lien is granted in contemplation favor of the Administrative Agent on property of such Person becoming a Subsidiary and such restriction only applies to such Person and/or its assets, and (iv) including 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, “junior lien” intercreditor agreement delivered in the aggregate, in the original agreement.connection therewith)