Common use of No Further Negative Clause in Contracts

No Further Negative. Pledges Neither Parent nor any of its Restricted Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure Indebtedness under any senior credit facility, including this Agreement, other than (i) an agreement prohibiting only the creation of Liens securing Subordinated Indebtedness, (ii) any agreement evidencing Indebtedness secured by Liens permitted by Section 6.2(a)(ii) to Section 6.2(a)(vi), as to the assets securing such Indebtedness, (iii) any agreement evidencing an asset sale, as to the assets being sold; (iv) restrictions imposed by law; (v) restrictions and conditions existing on the date hereof identified on Schedule 6.2 (but shall not apply to any extension or renewal of, or any amendment or modification, expanding the scope of any such restriction or condition); (vi) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder; (vii) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by Section 6.1(f) and Section 6.1(i) if such restrictions or conditions apply only to the property or assets securing such Indebtedness; (viii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.3 and applicable solely to such joint venture; and (ix) restrictions or conditions imposed by any agreement relating to Indebtedness permitted under the first sentence of Section 6.1 or Section 6.1(g), provided that such restrictions or conditions do not prohibit any of the Liens created under the Loan Documents or any refinancings thereof; provided further that, unless to the extent required by applicable law, any Liens allowed under subsections (i)-(ix) of this Section 6.2(b) shall not secure Indebtedness of more than $50,000,000 in the aggregate.

No Further Negative. Pledges Neither Parent nor any of its Restricted Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure Indebtedness under any senior credit facility, including this Agreement, other than (i) an agreement prohibiting only the creation of Liens securing Subordinated Indebtedness, (ii) any agreement evidencing Indebtedness secured by Liens permitted by Section 6.2(a)(ii) to Section 6.2(a)(vi), as to the assets securing such Indebtedness, (iii) any agreement evidencing an asset sale, as to the assets being sold; (iv) restrictions imposed by law; (v) restrictions and conditions existing on the date hereof identified on Schedule 6.2 (but shall not apply to any extension or renewal of, or any amendment or modification, expanding the scope of any such restriction or condition); (vi) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder; (vii) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by Section 6.1(f) and Section 6.1(i) if such restrictions or conditions apply only to the property or assets securing such Indebtedness; (viii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.3 and applicable solely to such joint venture; and (ix) restrictions or conditions imposed by any agreement relating to Indebtedness permitted under the first sentence of Section 6.1 or Section 6.1(g), provided that such restrictions or conditions do not prohibit any of the Liens created under the Loan Documents or any refinancings thereof; provided further that, unless to the extent required by applicable law, any Liens allowed under subsections (i)-(ix) of this Section 6.2(b) shall not secure Indebtedness of more than $50,000,000 in the aggregate.

No Further Negative. Pledges Neither Parent nor any of its Restricted Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure Indebtedness under any senior credit facility, including this Agreement, other than (i) an agreement prohibiting only the creation of Liens securing Subordinated Indebtedness, (ii) any agreement evidencing Indebtedness secured by Liens permitted by Section Sections 6.2(a)(ii) to Section 6.2(a)(vi(vi), as to the assets securing such Indebtedness, and any agreement evidencing Indebtedness permitted by Section 6.1(h), (iii) any agreement evidencing an asset sale, as to the assets being sold; (iv) restrictions imposed by law; (v) restrictions and conditions existing on the date hereof identified on Schedule 6.2 (but shall not apply to any extension or renewal of, or any amendment or modification, expanding the scope of any such restriction or condition); (vi) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder; (vii) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by Section 6.1(f) and Section 6.1(i(i) if such restrictions or conditions apply only to the property or assets securing such Indebtedness; Indebtedness and (viii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.3 and applicable solely to such joint venture; and (ix) restrictions or conditions imposed by any agreement relating to Indebtedness permitted under the first sentence of Section 6.1 or Section 6.1(g), provided that such restrictions or conditions do not prohibit any of the Liens created under the Loan Documents or any refinancings thereof; provided further that, unless to the extent required by applicable law, any Liens allowed under subsections (i)-(ix) of this Section 6.2(b) shall not secure Indebtedness of more than $50,000,000 in the aggregate.

No Further Negative. Pledges Neither Parent Company will not, nor will it permit any of its Restricted Subsidiaries shall to, enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure Indebtedness under any senior credit facility, including this Agreement, other than (i) an agreement prohibiting only the creation of Liens securing Subordinated Indebtedness, (ii) any agreement evidencing Indebtedness secured by Liens permitted by Section 6.2(a)(ii7.2(a)(ii) to Section 6.2(a)(vior (v), as to the assets securing such Indebtedness, (iii) any agreement evidencing an asset sale, as to the assets being sold; , (iv) restrictions imposed by law; (v) restrictions and conditions existing on the date hereof identified on Schedule 6.2 7.2 (but this exception shall not apply to any extension or renewal of, or any amendment or modification, expanding the scope of any such restriction or condition); (viv) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of Company or any assets pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets that is are to be sold and such sale is permitted hereunder; , (vii) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by Section 6.1(f) and Section 6.1(i) if such restrictions or conditions apply only to the property or assets securing such Indebtedness; in joint venture agreements, (viii) customary anti-assignment provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.3 and applicable solely to such joint venture; and contracts restricting the assignment thereof, (ix) pursuant to any Hedge Agreement entered into pursuant to Section 6.10, (x) restrictions or conditions imposed by which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with this Agreement, (xi) pursuant to any agreement relating to Indebtedness permitted under in effect at the first sentence time any Person becomes a Subsidiary of Section 6.1 or Section 6.1(g)Company, provided that so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of Company, and (xii) customary restrictions or conditions do not prohibit any of the Liens created under the Loan Documents or any refinancings thereof; provided further that, unless to the extent required by applicable law, any Liens allowed under subsections (i)-(ix) of this Section 6.2(b) shall not secure Indebtedness of more than $50,000,000 entered into in the aggregateordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Property.