Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by: (a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced; (b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and (k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.
Appears in 2 contracts
Sources: Credit Agreement (Vacasa, Inc.), Revolving Credit Agreement (Vacasa, Inc.)
Negative Pledge. The Borrower will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byor, except:
(a) (iLiens securing the Obligations, provided, however, that no Liens may secure Hedging Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations and subject to the priority of payments set forth in Section 2.21 and Section 8.2(a) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedthis Agreement;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Encumbrances;
(c) restrictions and conditions contained in agreements relating to any Liens on any property or asset of the sale of a Subsidiary Borrower or any assets pending such saleRestricted Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided provided, that such restrictions and conditions Lien shall not apply only to any other property or asset of the Subsidiary Borrower or assets that is or are to be sold and such sale is permitted hereunderany Restricted Subsidiary;
(d) customary provisions purchase money Liens upon or in leasesany fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, service agreementsconstruction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, licensesthat (i) such Lien secures Indebtedness permitted by Section 7.1(c), sublicenses(ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, covenants improvement or completion of the construction thereof; (iii) such Lien does not extend to s▇▇ any other asset; and other contracts restricting (iv) the assignment thereofIndebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;
(e) restrictions imposed Liens on any asset existing at the time of acquisition of such asset by Borrower or a Restricted Subsidiary of Borrower, or Liens to secure the payment of all or any agreement relating part of the purchase price of an asset upon the acquisition of such asset by Borrower or a Restricted Subsidiary of Borrower or to secured secure any Indebtedness permitted hereby incurred by this Agreement to Borrower or a Restricted Subsidiary of Borrower at the extent time of or with ninety days after the acquisition of such restriction applies asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that the Lien shall apply only to the property securing asset so acquired and proceeds thereof; and provided further, that all such IndebtednessLiens do not in the aggregate secure Indebtedness in excess of $15,000,000 at any time;
(f) any restrictions Liens on assets of a Person that becomes a direct or conditions set forth in any agreement in effect indirect Restricted Subsidiary of Borrower after the date of this Agreement, provided, however, that such Liens exist at any the time any such Person becomes a Restricted Subsidiary (but of Borrower and are not created in anticipation thereof and, in any modification or amendment expanding event, do not in the scope aggregate secure Indebtedness in excess of $10,000,000 at any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiarytime;
(g) restrictions or conditions Liens on the Capital Stock and/or assets of Real Estate Subsidiaries in any connection with Indebtedness permitted pursuant to Section 6.01 hereunder so long as, provided that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party such Liens attach only to the extent real property financed by such restrictions Indebtedness and or conditions are no more restrictive in any material respect than the restrictions and conditions in Capital Stock and/or assets related to such real property of such Real Estate Subsidiaries, as the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiariescase may be;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into Liens securing Indebtedness permitted hereunder in an amount not to exceed $20,000,000 in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);aggregate at any time outstanding; and
(i) restrictions set forth on Schedule 6.07 extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal, amendment, modification renewal or replacement thereof, except is limited to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsassets originally encumbered thereby.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Newmarket Corp), Revolving Credit Agreement (Newmarket Corp)
Negative Pledge. The Borrower will not, and the Borrower will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byby it, except:
(a) (i) Requirements Liens existing on the date of Law, (ii) this Agreement granted by the Borrower or any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt Restricted Subsidiary and securing Indebtedness or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than other obligations outstanding on the restrictions and conditions in the Loan Documents or, in the case date of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedthis Agreement;
(b) customary restrictions and conditions existing any Lien on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope asset of any Person existing at the time such restriction Person is merged or conditionconsolidated with or into the Borrower or any Restricted Subsidiary and not created in contemplation of such event;
(c) restrictions and conditions contained in agreements relating any Lien existing on any asset prior to the sale of a Subsidiary acquisition thereof by the Borrower or any assets pending Restricted Subsidiary and not created in contemplation of such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderacquisition;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to s▇▇ and other contracts restricting such asset concurrently with or within 365 days after the assignment acquisition thereof;
(e) restrictions imposed any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness or other obligations secured by any agreement relating to secured Indebtedness Lien otherwise permitted by any of the foregoing clauses of this Agreement to Section 5.07; provided that the extent principal amount of such restriction applies only to Indebtedness or the property securing amount of such Indebtednessother obligation, as applicable, is not increased and is not secured by any additional assets;
(f) any restrictions Liens for taxes, assessments or conditions set forth other governmental charges or levies not yet due or which are being contested in any agreement good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in effect accordance with GAAP;
(g) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings that are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP;
(h) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts;
(i) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property;
(j) Liens with respect to judgments and attachments that do not result in an Event of Default;
(k) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business;
(l) other Liens, including Liens imposed by Environmental Laws, arising in the ordinary course of business of the Borrower or such Restricted Subsidiary that (i) do not secure Indebtedness, (ii) do not secure obligations in an aggregate amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to the Borrower, and (iii) do not in the aggregate materially detract from the value of the assets of the Borrower or such Restricted Subsidiary or materially impair the use thereof in the operation of its business;
(m) Liens required pursuant to the terms of this Agreement;
(n) Liens on Permitted Cash Collateral securing only Cash Collateralized Term Loans;
(o) Liens on and pledges of the Equity Securities of any Person becomes a joint venture owned by the Borrower or any Restricted Subsidiary (but not any modification or amendment expanding the scope of other than any such restriction or condition); provided joint venture that such agreement was not entered into in contemplation is a Consolidated Subsidiary) to the extent securing Indebtedness of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply joint venture that is non-recourse to the Borrower or any other Restricted Subsidiary;
(gp) restrictions bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or conditions more accounts maintained by the Borrower or any Restricted Subsidiary, in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions each case granted in the Loan Documents ordinary course of business in favor of the bank or banks with which such accounts are market terms at maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements;
(q) Liens incurred in the time ordinary course of issuance and are imposed solely on such business to secure liability for premiums to insurance carriers or to maintain self-insurance;
(r) Liens in favor of the Borrower or any of its wholly-owned Restricted Subsidiary and its Subsidiaries;
(hs) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements rights of first refusal entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances)business;
(it) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification letter of credit issued for the account of the Borrower or replacement thereof, except any of its Affiliates to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venturesecure Indebtedness under tax free financings; and
(ku) customary net worth provisions contained Liens not otherwise permitted by the foregoing clauses of this Section 5.07 securing obligations in real property leases entered into by Subsidiariesan aggregate principal or face amount at any date not to exceed 15% of Consolidated Net Tangible Assets; provided, so long as for the Borrower has determined in good faith that purposes of this Section 5.07(u), with respect to any such net worth provisions could not reasonably be expected to impair the ability secured Indebtedness of a non-wholly owned Subsidiary of the Borrower and its Subsidiaries with no recourse to meet their ongoing obligationsthe Borrower or any wholly-owned Subsidiary thereof, only that portion of such Indebtedness reflecting the Borrower’s pro rata ownership interest therein shall be included in calculating compliance herewith.
Appears in 2 contracts
Sources: Credit Agreement (Spectra Energy Partners, LP), Credit Agreement (Spectra Energy Partners, LP)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume Create or suffer to exist exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien upon on or with respect to any of their respective properties or revenuesits properties, whether now owned or hereafter acquired for the benefit acquired, or assign, or permit any of the Secured Parties with respect its Material Subsidiaries to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply assign, any right to restrictions and conditions imposed byreceive income, other than:
(a) (i) Requirements of Law, Permitted Liens;
(ii) any Loan DocumentLiens upon or in, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) conditional sales agreements or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that other title retention agreements with respect to Indebtedness (A) referred to in clauses (iv) and (v) aboveto, such restrictions shall be no more restrictive in any material respect than real or personal property acquired or held by the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary Company or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property), or Liens existing on such property at the time of its acquisition (other restrictions on cash than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and any proceeds, improvements and replacements thereof and no such extension, renewal, amendment, modification refunding or replacement thereof, except shall extend to or cover any properties not theretofore subject to the extent any such amendmentLien being extended, modification renewed, refunded or replacement expands the scope of any such restriction or conditionreplaced;
(jiii) customary provisions assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company;
(iv) Liens with respect to the leases and related documents entered into by the Company in joint venture agreements connection with PVNGS Unit 2 and other similar agreements applicable Liens with respect to joint ventures permitted by Section 6.02 the leased interests and applicable solely related rights if the Company reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such joint ventureleased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Company’s interests in the trusts that hold title to such leased interests and related rights in the event that the Company acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Company’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;
(v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Company’s total assets as stated on the most recent balance sheet of the Company provided pursuant to Section 6(f) and 7(g) hereof at any time outstanding; and
(kvi) customary net worth provisions contained the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in real the same property leases entered into by Subsidiariestheretofore subject thereto or the replacement, so long as extension or renewal (without increase in the Borrower has determined amount or change in good faith that such net worth provisions could not reasonably be expected to impair the ability any direct or contingent obligor) of the Borrower and its Subsidiaries to meet their ongoing obligationsIndebtedness secured thereby.
Appears in 2 contracts
Sources: Reimbursement Agreement (Pinnacle West Capital Corp), Reimbursement Agreement (Pinnacle West Capital Corp)
Negative Pledge. The Borrower will not, and will not permit any Restricted of its Subsidiary Guarantors to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byacquired, except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) aboveLiens securing the Obligations; provided that no Liens may secure Hedging Obligations or Bank Product Obligations without securing all other Obligations on a basis at least pari passu with respect such Hedging Obligations or Bank Product Obligations and subject to Indebtedness (A) referred to the priority of payments set forth in clauses (iv) Section 2.19 and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedSection 8.2;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Encumbrances;
(c) restrictions and conditions contained in agreements relating to any Liens on any property or asset of the sale of a Subsidiary Borrower or any assets pending such saleSubsidiary existing on the Closing Date set forth on Schedule 7.2; provided provided, that such restrictions and conditions Lien shall not apply only to any other property or asset of the Subsidiary Borrower or assets that is or are to be sold and such sale is permitted hereunderany Subsidiary;
(d) customary provisions purchase money Liens upon or in leasesany fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, service agreementsconstruction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, licensesthat (i) such Lien secures Indebtedness permitted by Section 7.1(c), sublicenses(ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, covenants improvement or completion of the construction thereof; (iii) such Lien does not extend to s▇▇ any other asset; and other contracts restricting (iv) the assignment thereofIndebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;
(e) restrictions imposed by rights of set off, rights over a margin call account, any agreement relating to secured Indebtedness permitted by this Agreement to form of cash collateral or similar arrangement, in any case for obligations incurred in respect of any Hedging Transactions so long as such Liens do not encumber assets securing the extent such restriction applies only to the property securing such IndebtednessObligations;
(f) any restrictions extensions, renewals, or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope replacements of any Lien referred to in paragraphs (a) through (e) of this Section 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such restriction extension, renewal or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply replacement is limited to the Borrower or any other Restricted Subsidiaryassets originally encumbered thereby;
(g) restrictions or conditions in any Indebtedness permitted Liens created pursuant to Section 6.01 that is incurred or assumed by in respect of a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;Permitted Senior Investment Participation; and
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except Liens created pursuant to the extent New Treasury Credit Agreement or any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, facility so long as the Borrower has determined collateral consists solely of Cash Collateral (as defined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsNew Treasury Credit Agreement).
Appears in 2 contracts
Sources: Revolving Credit Agreement (NGP Capital Resources Co), Revolving Credit Agreement (NGP Capital Resources Co)
Negative Pledge. The Borrower will shall not, and will not permit any Restricted Subsidiary towithout first complying with the requirements of Section 9.1, enter into any agreement, instrument, deed directly or lease that prohibits or limits the ability of any Loan Party to indirectly create, incur, assume or suffer permit to exist any Lien upon lien, mortgage, pledge, security interest, charge or encumbrance of any of their respective properties or revenueskind, whether now owned voluntary or hereafter acquired for involuntary (including any conditional sale or other title retention agreement, any lease in the benefit of the Secured Parties nature thereof, and any other agreement to give any security interest) on or with respect to any of the Secured Obligations or under Excepted Property (other than the Loan Documents; provided that Excepted Property described in paragraph P of the foregoing definition of Excepted Property, which property shall not apply be subject to restrictions and conditions imposed bythis Section 6.9) except for:
(a) Permitted Exceptions (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect other than the restrictions and conditions Permitted Exception described in paragraph Y of the definition of Permitted Exceptions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedIndenture);
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except as to the extent any Excepted Property described in paragraphs B through E, inclusive, and paragraph K of the definition of Excepted Property in the Indenture, liens, mortgages, pledges, security interests, charges and encumbrances in connection with purchase money, construction or acquisition indebtedness (or renewals or extensions thereof) that encumber only the asset or assets so purchased, constructed or acquired or property improved through such amendmentpurchase, modification construction or replacement expands acquisition, and the scope of any such restriction proceeds upon a sale, transfer or conditionexchange thereof;
(c) restrictions liens, mortgages, pledges, security interests, charges and conditions contained encumbrances (i) for the benefit of all Holders of the Obligations issued under the Indenture, (ii) in agreements relating connection with any bond or similar fund established by the Borrower with respect to any debt securities, the interest on which is excludable from gross income of the holder thereof pursuant to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only Internal Revenue Code, as amended, to the Subsidiary extent of amounts deposited in such funds in the ordinary course to make regularly scheduled payments on such debt securities, or assets that (iii) in connection with any debt service or similar fund established by the Borrower for the payment of principal or interest on debt securities, the interest on which is excludable from gross income of the holder thereof pursuant to the Internal Revenue Code, as amended, if such fund is funded solely from the proceeds of the issuance of such debt securities (or are to be sold and funded in connection with the refinancing of other debt by such sale is permitted hereunderdebt securities);
(d) customary provisions liens, pledges, security interests, charges and encumbrances with respect to any interest, debt or equity, of the Borrower in leasesthe National Rural Utilities Cooperative Finance Corporation or CoBank, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting ACB purchased or otherwise acquired by the assignment thereofBorrower in connection with membership in any such entity or any borrowing from any such entity;
(e) restrictions imposed by liens, pledges, security interests, charges and encumbrances arising in connection with any agreement relating to secured Indebtedness permitted by this Agreement to legal or economic defeasance of indebtedness, unless the extent funding of the defeasance is during an Increased Oversight Period or a Highest Oversight Period and more than twenty percent (20%) of the defeasance is funded other than with the proceeds of the issuance of new indebtedness (in which case the Borrower shall first comply with the requirements of Section 9.1 before permitting or creating any such restriction applies only to the property securing such Indebtednesslien, pledge, security interest, charge or encumbrance);
(f) any restrictions liens, pledges, security interests, charges and encumbrances with respect to deposit, brokerage, commodity and other similar accounts to the extent such liens, pledges, security interests, charges and encumbrances do not secure indebtedness for borrowed money other than indebtedness incurred in connection with acquiring securities or conditions set forth other investments deposited in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition)account; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;or
(g) restrictions liens, pledges, security interests, charges and encumbrances on (i) cash, (ii) securities or conditions in deposits issued, guaranteed or fully insured as to payment by the Government or any Indebtedness agency thereof, (iii) Investments of the type permitted pursuant to under Section 6.01 that is incurred 6.5 hereof or assumed by a Restricted Subsidiary that is not a Loan Party (iv) other current assets (to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrancespledged to secure current liabilities);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent required to be provided by the Borrower as collateral for any such amendmentobligation of the Borrower under (A) any agreement or other instrument relating to any rate, modification index or replacement expands the scope of any such restriction price swap, basis swap, forward rate, index or condition;
(j) customary provisions in joint venture agreements and price transaction, commodity swap, commodity option, cap, collar or floor transaction, or other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases transaction entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair for the ability purpose of directly mitigating risks associated with interest expense, fuel or other commodity expense, (B) any power purchase or sale obligation, (C) any agreement or arrangement entered into, with or through, the RTO, (D) any other similar obligation, commitment or liability of the Borrower Borrower, or (E) any letter of credit issued on behalf of the Borrower, in each case of subclauses (A) through (E), arising in connection with the Borrower’s business and its Subsidiaries properties and not entered into for the purpose of speculation; provided, however, that at any time the amount of such cash, securities, deposits and Investments subject to meet their ongoing obligationsany lien, pledge, security interest, charge or encumbrance under this clause (g) in the aggregate may not exceed ten percent (10%) of the Borrower’s Total Utility Plant.
Appears in 2 contracts
Sources: Loan Contract (Oglethorpe Power Corp), Loan Contract (Oglethorpe Power Corp)
Negative Pledge. The Borrower Company will not, and will not permit any Restricted Subsidiary of its Material Subsidiaries to, enter into any agreementdirectly or indirectly, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations any of its present or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byfuture Property, except:
(a) any Lien on any Property (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financinga line of credit secured by inventory or accounts receivable, are market terms at class of Property) existing on the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedClosing Date;
(b) customary restrictions and conditions existing any Lien on any asset securing all or any part of the Effective Date and purchase price of property or assets (including inventories) acquired or any extensionportion of the cost of construction, renewaldevelopment, amendment, modification alteration or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope improvement of any property, facility or asset or Indebtedness incurred or assumed solely for the purpose of financing all or any part of the cost of acquiring or constructing, developing, altering or improving such restriction property, facility or conditionasset, which Lien attached solely to such property, facility or asset during the period that such property, facility or asset was being constructed, developed, altered or improved or concurrently with or within 120 days after the acquisition, construction, development, alteration or improvement thereof;
(c) restrictions and conditions contained in agreements relating to the sale Liens of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only existing prior to the time such Subsidiary or assets that is or are became a Subsidiary of the Company which (i) do not secure Indebtedness exceeding the aggregate principal amount of Indebtedness subject to be sold such Lien prior to the time such Subsidiary became a Subsidiary of the Company, (ii) do not attach to any Property other than the Property attached pursuant to such Lien prior to the time such Subsidiary became a Subsidiary of the Company, and (iii) were not created in contemplation of such sale is permitted hereunderSubsidiary becoming a Subsidiary of the Company;
(d) customary provisions any Lien on any Property existing thereon at the time of the acquisition of such Property and not created in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereofconnection with or in contemplation of such acquisition;
(e) restrictions imposed any Lien on any Property (or, in the case of a line of credit secured by any agreement relating inventory or accounts receivable, class of Property) securing an extension, renewal, refunding or replacement of Indebtedness or a line of credit secured by a Lien referred to secured Indebtedness permitted by this Agreement in clause (a), (b), (c) or (d) above; provided that such new Lien is limited to the extent such restriction applies only Property (or, in the case of a line of credit secured by inventory or accounts receivable, class of Property) which was subject to the property securing prior Lien immediately before such Indebtednessextension, renewal, refunding or replacement, and provided that the principal amount of Indebtedness or the amount of the line of credit secured by the prior Lien is not increased immediately before or in contemplation of or in connection with such extension, renewal, refunding or replacement;
(f) any restrictions Lien securing taxes, assessments and other governmental charges, the payment of which is not yet due or conditions set forth the payment of which is being contested in any agreement good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserves or other appropriate provision, if any, as shall be required by IFRS or, in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope case of Material Subsidiaries organized under laws of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and other jurisdiction, the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiaryapplicable GAAP therein, shall have been made;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is Liens incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security;
(h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, repairmen or the like arising in the ordinary course of business for sums not yet due or the payment of which is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserves or other restrictions on cash or deposits constituting Permitted Encumbrances)appropriate provision, if any, as shall be required by IFRS or, in the case of Material Subsidiaries organized under the laws of any other jurisdiction, the applicable GAAP therein, shall have been made;
(i) restrictions set forth on Schedule 6.07 and any extensionLien created by attachment or judgment, renewalunless the judgment it secures shall not, amendment, modification or replacement within 60 days after the entry thereof, except to have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the extent any such amendment, modification or replacement expands the scope expiration of any such restriction or conditionstay;
(j) customary provisions any Lien created in joint venture agreements connection with Permitted Hedging Transactions on Cash and Cash Equivalent Investments or on the commodity underlying such Permitted Hedging Transaction, to the extent such Permitted Hedging Transaction contemplates the purchase or sale of such commodity; provided that the market value of such assets subject to the Lien shall not exceed, in the aggregate, US$50,000,000 at any time outstanding;
(k) Liens to secure working capital borrowings not exceeding in the aggregate the greater of (i) US$100,000,000 (or the equivalent in other similar agreements applicable to joint ventures permitted currencies) or (ii) (A) 15% of the Consolidated Net Worth of the Company less (B) the amount of any Guaranty Obligations incurred by Section 6.02 the Company or any of its Consolidated Subsidiaries for the account of parties other than the Company and applicable solely to such joint ventureits Consolidated Subsidiaries; and
(kl) customary net worth provisions contained Liens in real property leases entered into by Subsidiariesconnection with bank overdraft protection, so long as lines of credit or similar arrangements incurred in the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability ordinary course of the Borrower and its Subsidiaries to meet their ongoing obligationsbusiness.
Appears in 2 contracts
Sources: Loan Agreement (Gruma Sab De Cv), Loan Agreement (Gruma Sab De Cv)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any No Loan Party to nor any Subsidiary of a Loan Party will create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byby it, except:
(a) (i) Requirements Liens existing on the date of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) this Agreement and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedset forth on Schedule 6.08;
(b) customary restrictions Liens for taxes, assessments or similar charges, incurred in the ordinary course of business that are not yet due and conditions existing payable or that are being contested in good faith and with due diligence by appropriate proceedings and with respect to which adequate reserves with respect thereto are maintained on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to books of the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionapplicable Person in accordance with GAAP;
(c) restrictions and conditions contained pledges or deposits made in agreements relating the ordinary course of business to the sale secure payment of a Subsidiary workers’ compensation, to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs, or for other similar purposes, other than any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderLien imposed by ERISA;
(d) customary provisions Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in leases, service agreements, licenses, sublicenses, covenants the ordinary course of business that: (1) are not overdue for a period of more than thirty (30) days; or (2) are being contested diligently in good faith pursuant to s▇▇ appropriate proceedings and other contracts restricting with respect to which adequate reserves with respect thereto are maintained on the assignment thereofbooks of the applicable Person;
(e) restrictions imposed by any agreement relating good faith pledges or deposits to secured Indebtedness permitted by this Agreement to secure the extent such restriction applies only to performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature (other than Debt) incurred in the property securing such Indebtednessordinary course of business;
(f) any restrictions Lien arising out of the refinancing, extension, renewal or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope refunding of any such restriction or condition)Debt secured by any Lien permitted by any of clauses (a) through (e) of this Section; provided that (i) such agreement was Debt is not entered into in contemplation of such Person becoming a Restricted Subsidiary and secured by any additional assets, (ii) the restriction amount secured or condition set forth in such agreement does benefited thereby is not apply to increased except as contemplated by Section 6.22(b), (iii) the Borrower direct or any other Restricted Subsidiarycontingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.22(b);
(g) restrictions any Lien imposed as a result of a taking under the exercise of the power of eminent domain by any governmental body or conditions in by any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its SubsidiariesPerson acting under governmental authority;
(h) restrictions on cash (minor survey exceptions or Permitted Investments) minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other deposits imposed by agreements entered into in the ordinary course of business (similar purposes, or zoning or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except as to the extent any such amendmentuse of real properties, modification or replacement expands which are necessary for the scope conduct of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability activities of the Borrower and its Subsidiaries or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair their use in the operation of the business of the Borrower and its Subsidiaries and other easements, covenants, restrictions, reservations, exceptions and other matters shown on any title insurance commitment or survey provided to meet their ongoing obligationsthe Administrative Agent prior to the date hereof and not objected to by the Administrative Agent prior to the date hereof;
(i) Liens securing the Obligations created or arising under the Loan Documents;
(j) Liens securing Debt incurred by the Borrower or any Subsidiary in connection with any NMTC Transaction, provided that (i) such Liens encumber only the assets acquired with the proceeds of such Debt, and (ii) such Liens are subordinated to Liens securing the Obligations in a manner satisfactory to the Administrative Agent;
(k) Liens securing Debt permitted under Section 6.22(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Debt and (ii) the Debt secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(l) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(j); and
(m) other Liens affecting property with an aggregate fair value not to exceed $5,000,000.
Appears in 2 contracts
Sources: Credit Agreement (Trex Co Inc), Credit Agreement (Trex Co Inc)
Negative Pledge. The Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved]any documentation relating to any Permitted Receivables Financing, (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness referenced in (A) referred to in clauses (ivv) and (vvii) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to Holdings, the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary Subsidiaries that is are not a Loan Party Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower Holdings has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower Holdings and its Subsidiaries to meet their ongoing obligations.
Appears in 2 contracts
Sources: First Lien Credit Agreement (First Advantage Corp), First Lien Credit Agreement (First Advantage Corp)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary of its Domestic Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byor, except:
(a) (i) Requirements Liens securing the Obligations, provided, however, that no Liens may secure Hedging Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations and subject to the priority of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt payments set forth in Section 2.22 or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case Section 8.2 of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedthis Agreement;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Encumbrances;
(c) restrictions and conditions contained in agreements relating to any Liens on any property or asset of the sale of a Subsidiary Borrower or any assets pending such saleSubsidiary existing on the Closing Date set forth on Schedule 7.2; provided provided, that such restrictions and conditions Lien shall not apply only to any other property or asset of the Subsidiary Borrower or assets that is or are to be sold and such sale is permitted hereunderany Subsidiary;
(d) customary provisions purchase money Liens upon or in leasesany fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, service agreementsconstruction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, licensesthat (i) such Lien secures Indebtedness permitted by Section 7.1(c), sublicenses(ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, covenants improvement or completion of the construction thereof; (iii) such Lien does not extend to s▇▇ any other asset; and other contracts restricting (iv) the assignment thereofIndebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property Liens securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 7.1(g); provided, that is incurred or assumed by a Restricted Subsidiary that is such Lien does not a Loan Party extend to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint ventureassets; and
(kf) customary net worth provisions contained extensions, renewals, or replacements of any Lien referred to in real property leases entered into by Subsidiariesparagraphs (a) through (e) of this Section 7.2; provided, so long as that the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability principal amount of the Borrower Indebtedness secured thereby is not increased and its Subsidiaries that any such extension, renewal or replacement is limited to meet their ongoing obligationsthe assets originally encumbered thereby.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (JTH Holding, Inc.), Revolving Credit Agreement (JTH Holding, Inc.)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter Enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party Borrower to create, incur, assume or suffer to exist any Lien upon any of their respective its properties or revenues, whether now owned or hereafter acquired acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byto:
(a) restrictions and conditions imposed by (i) Requirements of Law, Law or (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Closing Date and or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary[reserved];
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries[reserved];
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted EncumbrancesLiens permitted hereunder);
(i) restrictions set forth on Schedule 6.07 7.11 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 7.02 and applicable solely to such joint venture; andventure and entered into in the ordinary course of business;
(k) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03(f) or 7.03(g), but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness;
(l) [reserved];
(m) customary net worth provisions contained in real property leases entered into by Subsidiariesa Borrower, so long as the such Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries Borrowers to meet their ongoing obligations; and
(n) provisions restricting the granting of a security interest in intellectual property contained in licenses or sublicenses by Holdings and its Restricted Subsidiaries of such intellectual property, which licenses and sublicenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such intellectual property).
Appears in 2 contracts
Sources: Abl Credit Agreement (King Digital Entertainment PLC), Abl Credit Agreement (King Digital Entertainment PLC)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reservedthe DK Note Documents,[reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause clauses (v) and (vii) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ sue and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Vacasa, Inc.), Revolving Credit Agreement (Vacasa, Inc.)
Negative Pledge. The Borrower will not, and nor will not the Borrower permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:
(a) by it, except: (i) Requirements those Liens, if any, described on Schedule 5.7, concerning existing debt of Lawthe Borrower, to be set forth and described more particularly therein, together with any Lien arising out of the refinancing, extension, renewal or refunding of any debt secured by any such Lien, provided that such debt is not secured by any additional assets, and the amount of such debt secured by any such Lien is not increased; (ii) any Loan DocumentLiens incidental to the conduct of its business or the ownership of its Properties which (A) do not secure debt and (B) do not in the aggregate materially detract from the value of its Properties or materially impair the use thereof or the operation of its business, including, without limitation, easements, rights of way, restrictive covenants, zoning and other similar restrictions on real property; (iii) [reserved]materialmen's mechanics', warehousemen's carriers', landlords' and other similar statutory Liens which secure debt or other obligations that are not past due, or, if past due are being contested in good faith by the Borrower or the appropriate Subsidiary by appropriate proceedings; (iv) any documentation governing Incremental Equivalent Debt, Liens for taxes not delinquent or taxes being contested in good faith and by appropriate proceedings; (v) any documentation governing Permitted Unsecured Refinancing Debtpledges or deposits in connection with worker's compensation, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, unemployment insurance and other social security legislation; (vi) any documentation governing Indebtedness incurred pursuant deposits to Sections 6.01(a)(vsecure performance of bids, trade contracts, leases, statutory obligations (to the extent not excepted elsewhere herein), 6.01(a)(viii) or 6.01(a)(xxvii) and ; (vii) grants of security and rights of setoff in accounts, securities and other properties held at banks or financial institutions to secure the payment or reimbursement under overdraft, letter of credit, acceptance and other credit facilities; (viii) rights of setoff, banker's liens and other similar rights arising solely by operation of law; (ix) Pur chase Money Liens; (x) Liens on any documentation governing Properties acquired by Borrower or any Permitted Refinancing incurred Subsidiary subsequent to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided the Closing Date, to the extent that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, Liens are market terms existing at the time of issuance and acquisition, (B) referred the debt secured thereby is not secured by any other Properties of Borrower or such Subsidiary except the acquired Properties, (C) the amount of such debt so secured thereby is not increased at or subse quent to clause the acquisition and (vD) abovethe total amount of all such debt secured by all such acquired Properties does not exceed at any time, such restrictions shall not expand in aggregate amount, fifteen percent (15%) of Tangible Net Worth; together with any Lien arising out of the scope in any material respect refinancing, extension, renewal or refunding of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent debt secured by any such amendmentLien, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that debt is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed secured by any agreement relating to additional assets, and the amount of such debt secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that Lien is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
increased; (hxi) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into capital leases made in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(ibut excluding, however, sale-leaseback transactions in any event) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except in which there is no provision for title to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable leased Property to joint ventures permitted by Section 6.02 and applicable solely pass to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that or such net worth provisions could not reasonably be expected to impair Subsidiary at the ability expiration of the lease term or as to which no bargain purchase option exists; and (xii) rights of lessors in respect of Properties leased to the Borrower and or its Subsidiaries to meet their ongoing obligationsunder operating leases.
Appears in 2 contracts
Sources: Credit Agreement (Apple South Inc), Credit Agreement (Apple South Inc)
Negative Pledge. The Neither the Borrower nor any Wholly Owned Subsidiary will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired by it, except:
(a) Liens existing on the date of this Agreement and identified on Schedule 5.7;
(b) any Lien on any asset securing Indebtedness incurred or assumed for the benefit purpose of financing all or any part of the Secured Parties with respect cost of acquiring or constructing such asset (so long as the asset so acquired or constructed constitutes a capital expenditure permitted hereunder);
(c) Liens securing Indebtedness owing by any Subsidiary to the Secured Obligations Borrower;
(d) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing paragraphs of this Section, provided that (i) such Indebtedness is not secured by any additional assets, and (ii) the amount of such Indebtedness secured by any such Lien is not increased or, if increased, the excess of the amount of the Indebtedness secured by any such lien over the amount of the Indebtedness so refinanced extended, renewed, or refunded shall be tendered to the Lender as a prepayment of the Loan;
(e) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Indebtedness and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;
(f) Liens in favor of the Lenders created under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.
Appears in 2 contracts
Sources: Credit Agreement (Star Buffet Inc), Credit Agreement (Star Buffet Inc)
Negative Pledge. The Borrower Company will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired acquired, except:
(a) Liens, if any, created in favor of the Collateral Agent for the benefit of the Secured Parties with respect Lenders and, to the Secured Obligations or under extent the Intercreditor Agreement has been entered into, for the benefit of the Private Placement Debt Holders, in each case pursuant to the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions Permitted Encumbrances;
(c) any Liens on any property or asset of the Company or any such Restricted Subsidiary existing on the Effective Date and set forth on Schedule 6.02; provided, that such Lien shall not apply to any extension, renewal, amendment, modification other property or replacement thereof, except to asset of the extent Company or any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderRestricted Subsidiary;
(d) customary provisions purchase money Liens upon or in leasesany fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, service agreementsconstruction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, licensesthat (i) such Liens secure Indebtedness permitted by clause (f) of Section 6.01, sublicenses(ii) such Liens attach to such assets concurrently or within ninety (90) days after the acquisition, covenants improvement or completion of the construction thereof; (iii) such Liens do not extend to s▇▇ any other assets; and other contracts restricting (iv) the assignment thereofIndebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement Lien (i) existing on any asset of any Person at the time such Person becomes such a Restricted Subsidiary of the Company, (ii) existing on any asset of any Person at the time such Person is merged with or into the Company or any such Restricted Subsidiary of the Company or (iii) existing on any asset prior to the extent acquisition thereof by the Company or any such restriction applies Restricted Subsidiary of the Company; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only to those obligations which it secures on the property securing date that such IndebtednessPerson becomes such a Restricted Subsidiary or the date of such merger or the date of such acquisition;
(f) any restrictions extensions, renewals, or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope replacements of any Lien referred to in paragraphs (a) through (e) of this Section 6.02; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such restriction extension, renewal or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply replacement is limited to the Borrower or any other Restricted Subsidiaryassets originally encumbered thereby;
(g) restrictions Liens on the assets of Subsidiaries of the Company in favor of the Company or conditions in any Canadian Borrower, as the case may be, securing Indebtedness permitted pursuant to under Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;6.01(c); and
(h) restrictions other Liens on cash (the property or Permitted Investments) assets of the Company or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
such Restricted Subsidiary; provided, that (i) restrictions set forth on Schedule 6.07 the principal amount of the Indebtedness secured by such Liens shall not exceed $25,000,000 in the aggregate at any time outstanding and (ii) no such Liens shall apply to any extensionAccounts or Inventory of the Company and the Restricted Subsidiaries. For purposes of this Section, renewal, amendment, modification the entry by the Company or replacement thereof, except to the extent any such amendmentRestricted Subsidiary into a true lease or true bailment arrangement which contains a provision purporting to ▇▇▇▇▇ ▇ ▇▇▇▇ in the event that such arrangement is determined not to constitute a true lease or true bailment and the filing of a precautionary UCC or PPSA financing statement in connection therewith shall not constitute the creation, modification incurrence, assumption or replacement expands sufferance of a Lien unless, under applicable law, such arrangement is determined not to constitute a true lease or true bailment arrangement and a security interest or other interest in or lien on property or assets of the scope Company or any such Restricted Subsidiary has in fact been granted or deemed to have been granted. For greater certainty, any reference herein or in any other Loan Document to any Lien permitted to exist in respect of the property or assets of any such restriction Canadian Loan Party is not intended to subordinate or condition;
(j) customary provisions in joint venture agreements postpone, and other similar agreements applicable shall not be interpreted as subordinating or postponing, or as any agreement to joint ventures permitted subordinate or postpone, any Lien created by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability any of the Borrower and its Subsidiaries Collateral Documents to meet their ongoing obligationsany such Lien permitted hereby or thereby.
Appears in 2 contracts
Sources: Credit Agreement (Watsco Inc), Credit Agreement (Watsco Inc)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to No Company shall create, incur, assume or suffer to exist (upon the happening of a contingency or otherwise) any Lien upon any of their respective properties its property or revenuesassets, whether now owned or hereafter acquired acquired; provided that this Section 5.9 shall not apply to the following:
(i) Liens for taxes not yet due or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves shall have been established in accordance with GAAP;
(ii) other statutory Liens incidental to the conduct of its business or the ownership of its property and assets that (A) were not incurred in connection with the incurring of Indebtedness or the obtaining of advances or credit, and (B) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;
(iii) Liens on property or assets of a Subsidiary to secure obligations of such Subsidiary to Borrower or a Guarantor of Payment;
(iv) any Lien granted to Agent, for the benefit of the Lenders (and affiliates thereof that hold Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:Obligations);
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debtthe Liens existing on the Closing Date as set forth in Schedule 5.9 hereto and replacements, Permitted First Priority Refinancing Debt extensions, renewals, refundings or Permitted Second Priority Refinancing Debtrefinancings thereof, but only to the extent that the amount of debt secured thereby, and the amount and description of property subject to such Liens, shall not be increased;
(vi) any documentation governing Indebtedness incurred purchase money Liens on fixed assets securing the loans and Capitalized Lease Obligations pursuant to Sections 6.01(a)(v), 6.01(a)(viiiSection 5.8(b) or 6.01(a)(xxvii(f) hereof, provided that such Lien is limited to the purchase price and only attaches to the property being acquired;
(vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced easements or other minor defects or irregularities in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive title of real property not interfering in any material respect than with the restrictions and conditions use of such property in the Loan Documents orbusiness of any Company;
(viii) any Lien on fixed assets owned by a Company as a result of an Acquisition permitted pursuant to Section 5.13 hereof, in the case of Junior Financing, are market terms so long as (A) such Lien was not created at the time of issuance or in contemplation of such Acquisition, and (B) referred such Lien is released within one hundred eighty (180) days after such Acquisition (unless (1) Borrower shall have obtained the prior written consent of Agent and the Required Lenders, or (2) such Lien would otherwise be permitted pursuant to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedSection 5.9 hereof);
(bix) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property Liens securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h5.8(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiarieshereof, so long as such Liens (A) only attach to the Borrower has determined insurance policies being financed, including any return premiums, dividend payments and loss payments that reduce unearned premiums, and (B) are expressly subject to Agent’s rights as a loss payee and mortgagee in good faith that such net worth provisions could insurance policies; or
(x) other Liens, in addition to the Liens listed above, not reasonably be expected incurred in connection with the incurring of Indebtedness, securing amounts, in the aggregate for all Companies, not to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsexceed Two Hundred Fifty Thousand Dollars ($250,000) at any time.
Appears in 2 contracts
Sources: Credit and Security Agreement (Shiloh Industries Inc), Credit and Security Agreement (Shiloh Industries Inc)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer or permit to exist any Lien upon (but excluding Liens, if any, evidenced by operating leases) on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byacquired, except:
(a) Liens securing the Capital Lease Obligations, purchase money or other Indebtedness, and Permitted Real Estate Debt, in each case, permitted under Sections 7.1(c) and (d), respectively;
(b) Permitted Encumbrances;
(c) Liens on assets acquired after the date hereof if such Liens were in place at the time of acquisition, to the extent such acquisition is permitted pursuant to Section 7.4
(d) Liens set forth on Schedule 7.2;
(e) Liens with respect to Investments consisting of fully collateralized repurchase agreements constituting Permitted Investments;
(f) Liens not otherwise permitted by this Section 7.2 so long as neither (i) Requirements the aggregate principal amount of Law, the obligations secured thereby nor (ii) any Loan Document, the aggregate fair market value (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents ordetermined, in the case of Junior Financingeach such Lien, are market terms at as of the time date such Lien is incurred) of issuance and the assets subject thereto exceeds (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except as to the extent Borrower and all Subsidiaries) $5,000,000 at any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such saleone time; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of Borrower shall discharge any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming Lien within two (2) Business Days after a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted SubsidiaryResponsible Officer becomes aware thereof;
(g) restrictions or conditions in any Liens securing Indebtedness permitted pursuant to Section 6.01 7.1(b); provided that the principal amount of the Indebtedness secured thereby is incurred not increased and that any such Lien is limited to the assets originally encumbered thereby;
(h) Liens granted to the Borrower or assumed HEICO Aerospace Holdings Corp. securing loans to Parts Advantage; and
(i) Liens granted by a Restricted any non-wholly owned Subsidiary that is not a Subsidiary Loan Party of the Borrower to the extent secure Indebtedness of such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations7.1(h).
Appears in 2 contracts
Sources: Revolving Credit Agreement (Heico Corp), Revolving Credit Agreement (Heico Corp)
Negative Pledge. The Neither the Borrower nor any Subsidiary will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byby it, except:
(a1) (i) Requirements Liens existing on the date of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing this Agreement securing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing outstanding on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionin an aggregate principal amount not exceeding $43,000,000;
(c2) restrictions and conditions contained any Lien in agreements relating favor of the Collateral Agent pursuant to the sale Collateral Documents;
(3) any Lien on any asset securing Debt incurred or assumed for the purpose of a Subsidiary financing all or any assets pending part of the cost of acquiring or constructing such sale; asset, provided that such restrictions and conditions apply only Lien attaches to such asset concurrently with or within 18 months after the Subsidiary acquisition or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment completion of construction thereof;
(e4) restrictions imposed Liens securing Debt owing by any agreement relating to secured Indebtedness permitted by this Agreement Guarantor to the extent such restriction applies only to the property securing such IndebtednessBorrower;
(f5) any restrictions Lien arising out of the refinancing, extension, renewal or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope refunding of any such restriction Debt secured by any Lien permitted by any of the foregoing clauses (a) or condition); (c) of this Section, provided that (i) such agreement was Debt is not entered into in contemplation secured by any additional assets, and (ii) the amount of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in Debt secured by any such agreement does Lien is not apply to the Borrower or any other Restricted Subsidiaryincreased;
(g6) restrictions any Lien on Margin Stock;
(7) Liens for taxes, assessments or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred governmental charges or assumed by a Restricted Subsidiary that levies either not yet due or the payment of which is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiariesrequired by Section 5.13;
(h) restrictions on cash (or Permitted Investments) or 8) Liens of landlords, carriers, warehousemen, mechanics, materialmen and other deposits imposed by agreements entered into similar Persons incurred in the ordinary course of business for sums either not yet due or the payment of which is not at the time required by Section 5.13;
(9) Liens (other than any Lien created or other restrictions imposed under ERISA and Liens on cash the Collateral) incurred or deposits constituting Permitted Encumbrancesmade in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive in any case of obligations incurred in connection with the borrowing of money or the obtaining of advances of credit);
(10) any attachment or judgment Lien arising in connection with court proceedings, provided that (i) restrictions set forth on Schedule 6.07 the execution or other enforcement of such Lien is effectively stayed and any extensionthe claims secured thereby are being actively contested in good faith and by appropriate proceedings diligently conducted, renewaland (ii) such reserve or other appropriate provision, amendmentif any, modification or replacement thereof, except to as shall be required by GAAP shall have been made therefor and neither the extent Borrower's nor any such amendment, modification Subsidiary's title to or replacement expands the scope right to use any of its property is impaired in any material respect by reason of such restriction or conditioncontest;
(j11) customary provisions in joint venture agreements easements, licenses, rights-of-way and other rights and privileges in the nature of easements and similar agreements applicable Liens incidental to joint ventures the ownership of property and not incurred in connection with the borrowing of money or the obtaining of advances of credit, and which do not, individually or in the aggregate, interfere with the ordinary conduct of the business of the Borrower or any Subsidiary or materially detract from the value of the properties subject to any such Liens;
(12) Liens on fixed assets (1) of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event, (2) of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event and (3) existing prior to the acquisition of such fixed assets by the Borrower or a Subsidiary and not created in contemplation of such acquisition, provided that the aggregate principal amount outstanding of Debt secured by Liens permitted by Section 6.02 and applicable solely to such joint ventureunder this paragraph (l) may not exceed at any time 5% of Consolidated Total Capitalization; and
(k13) customary net worth provisions contained Liens on assets other than the Collateral not otherwise permitted by the foregoing clauses of this Section securing Debt (other than indebtedness represented by the Notes) in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could an aggregate principal amount at any time outstanding not reasonably be expected to impair the ability exceed 5% of the Borrower and its Subsidiaries to meet their ongoing obligationsConsolidated Total Capitalization.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Carmike Cinemas Inc), Credit Agreement (Carmike Cinemas Inc)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries (other than Carrier Enterprise) to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired acquired, except:
(a) Liens, if any, created in favor of the Administrative Agent for the benefit of the Secured Parties with respect Lenders pursuant to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Encumbrances;
(c) restrictions and conditions contained in agreements relating to any Liens on any property or asset of the sale of a Subsidiary Borrower or any assets pending such saleSubsidiary existing on the Closing Date set forth on Schedule 7.2; provided provided, that such restrictions and conditions Lien shall not apply only to any other property or asset of the Subsidiary Borrower or assets that is or are to be sold and any such sale is permitted hereunderSubsidiary;
(d) customary provisions purchase money Liens upon or in leasesany fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, service agreementsconstruction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, licensesthat (i) the principal amount of the Indebtedness secured by such Liens does not exceed $20,000,000 in the aggregate at any time outstanding, sublicenses(ii) such Liens attach to such assets concurrently or within ninety (90) days after the acquisition, covenants improvement or completion of the construction thereof; (iii) such Liens do not extend to s▇▇ any other assets; and other contracts restricting (iv) the assignment thereofIndebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement Lien (i) existing on any asset of any Person at the time such Person becomes such a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any such Subsidiary of the Borrower or (iii) existing on any asset prior to the extent acquisition thereof by the Borrower or any such restriction applies Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only to those obligations which it secures on the property securing date that such IndebtednessPerson becomes such a Subsidiary or the date of such merger or the date of such acquisition;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope Lien arising out of any such restriction or conditionSecuritization Transaction permitted by Section 7.6(c); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions extensions, renewals, or conditions replacements of any Lien referred to in any paragraphs (a) through (f) of this Section 7.2; provided, that the principal amount of the Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that secured thereby is not a Loan Party increased and that any such extension, renewal or replacement is limited to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;assets originally encumbered thereby; and
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into Liens arising in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower or such Subsidiary of the Borrower, as applicable; provided, that the principal amount of the Indebtedness secured by such Liens shall not exceed $20,000,000 in the aggregate at any time outstanding. For purposes of this Section, the entry by the Borrower or any such Subsidiary into a true lease or true bailment arrangement which contains a provision purporting to ▇▇▇▇▇ ▇ ▇▇▇▇ in the event that such arrangement is determined not to constitute a true lease or true bailment and its Subsidiaries the filing of a precautionary UCC financing statement in connection therewith shall not constitute the creation, incurrence, assumption or sufference of a Lien unless, under applicable law, such arrangement is determined not to meet their ongoing obligationsconstitute a true lease or true bailment arrangement and a security interest or other interest in or lien on property or assets of the Borrower or any such Subsidiary has in fact been granted or deemed to have been granted.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Watsco Inc), Revolving Credit Agreement (Watsco Inc)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byor, except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedEncumbrances;
(b) customary restrictions and conditions any Liens on any property or asset of the Borrower or any Subsidiary existing on the Effective Closing Date and set forth on Schedule 7.2; provided, that such Lien shall not apply to any extension, renewal, amendment, modification other property or replacement thereof, except to asset of the extent Borrower or any such amendment, modification or replacement expands the scope of any such restriction or conditionSubsidiary;
(c) restrictions purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and conditions contained in agreements relating to (iv) the sale Indebtedness secured thereby does not exceed the cost of a Subsidiary acquiring, constructing or any assets pending improving such sale; provided that such restrictions and conditions apply only to the Subsidiary fixed or assets that is or are to be sold and such sale is permitted hereundercapital assets;
(d) customary provisions Liens, if any, upon or in leases, service agreements, licenses, sublicenses, covenants not any fixed or capital assets to s▇▇ and other contracts restricting the assignment thereofsecure any Synthetic Lease permitted under Section 7.1(g);
(e) restrictions imposed by extensions, renewals, or replacements of any agreement relating Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured Indebtedness permitted by this Agreement thereby is not increased and that any such extension, renewal or replacement is limited to the extent such restriction applies only to the property securing such Indebtednessassets originally encumbered thereby;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to Lien against the Borrower or any other Restricted Subsidiary;Subsidiary evidencing the transfer of any receivables and related property to any Permitted Securitization Subsidiary pursuant to any Permitted Securitization Transaction; and
(g) restrictions or conditions in any Indebtedness permitted Lien against a Permitted Securitization Subsidiary pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsSecuritization Transaction.
Appears in 2 contracts
Sources: Credit Agreement (Harland John H Co), Credit Agreement (Harland John H Co)
Negative Pledge. The Borrower will not, (a) No Obligor shall (and will not the Company shall ensure that no Material Subsidiary will) create or permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist subsist any Lien upon over any of their respective properties or revenues, whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:its assets.
(ab) No Obligor shall (and the Company shall ensure that no Material Subsidiary will) (i) Requirements sell, transfer or otherwise dispose of Lawany of its assets on terms whereby they are or may be leased to or re-acquired or acquired by an Obligor or any other member of the Group or any of its related entities, or (ii) sell, transfer or otherwise dispose of any Loan Documentof its receivables on recourse terms, except for the discounting of bills or notes in the ordinary course of trading, in each case in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. The arrangements and transactions referred to in this paragraph (iiib) [reserved], are "Sale and Leaseback Type Transactions" for the purposes of this First Supplemental Indenture.
(ivc) any documentation governing Incremental Equivalent Debt, Paragraphs (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxviia) and (viib) above do not apply to any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses Lien or Sale and Leaseback Type Transactions:
(i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than existing on the restrictions and conditions in the Loan Documents Issue Date or, in the case of Junior Financinga Subsidiary which becomes a Material Subsidiary after the date of this Indenture, existing as at the date that that Subsidiary becomes a Material Subsidiary; provided that, in each case, the principal amount secured thereby is not subsequently increased;
(ii) created over or in respect of an asset to secure Financial Indebtedness incurred to finance the acquisition of that asset provided that the Financial Indebtedness so secured does not exceed 100% of the total acquisition costs of that asset and the Lien or Sale and Leaseback Type Transaction is limited to that asset;
(iii) existing on or in respect of the assets of an entity at the time it becomes a Material Subsidiary after the Issue Date, but only if (A) the Lien was not created in contemplation of the company becoming a Material Subsidiary and (B) the principal amount secured by the Lien is not increased after it becomes a Material Subsidiary;
(iv) existing on or in respect of assets at the time they are market terms acquired by a Material Subsidiary, but only if (A) the Lien was existing at the time of issuance and the acquisition, (B) referred to clause the Lien was not created in contemplation of the acquisition and (C) the principal amount secured by the Lien is not increased after the acquisition;
(v) above, such restrictions shall not expand the scope securing or in any material respect of any such restriction or condition contained in the Financial Indebtedness being refinancedincurred by any Subsidiaries pursuant to Section 4.10;
(bvi) customary restrictions and conditions existing on the Effective Date and created over any extension, renewal, amendment, modification U.S. industrial revenue and/or similar type of bond or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionother security;
(cvii) restrictions and conditions contained in agreements relating to the sale on capital stock, debt securities or other securities of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets Person that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted PGS Subsidiary;
(gviii) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed lien arising by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions operation of law and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business trading and not as a result of any default or omission by any member of the Group;
(ix) relating to accounts receivable of the Company or any of the PGS Subsidiaries that have been sold, assigned or otherwise transferred to a person other restrictions on cash than the Company or deposits constituting Permitted Encumbrancesa PGS Subsidiary in connection with Financial Indebtedness of the type described in paragraph (d) of the definition of "Financial Indebtedness", provided that the amount secured by that Lien does not exceed 10% of the consolidated total assets of the Group (calculated by reference to the then latest audited consolidated financial statements of the Group);
(ix) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification securing the Working Capital Facility or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionBonding Facility;
(jxi) customary provisions created pursuant to applications or reimbursement agreements pertaining to commercial letters of credit obtained in joint venture agreements the ordinary course of business;
(xii) any retention of title arising in a supplier's standard conditions of supply in respect of goods acquired by a Material Subsidiary in the ordinary course of business;
(xiii) any right of set-off on credit balances of a Material Subsidiary where the same arises in the ordinary course of banking arrangements for the purpose of netting debit and other similar agreements applicable credit balances; or
(xiv) created on or in respect of the assets the subject of a Lien or Sale and Leaseback Type Transactions permitted under paragraphs (i) to joint ventures permitted (xiii) above to secure any refinancing of the amount thereby secured provided that the principal amount secured by Section 6.02 any such Lien or Sale and applicable solely Leaseback Type Transaction may not be increased and the maturity of each amount secured may not be extended beyond the maturity date provided for in the original documentation in relation to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsrefinanced amount.
Appears in 2 contracts
Sources: First Supplemental Indenture (Petroleum Geo Services Asa), First Supplemental Indenture (Petroleum Geo Services Asa)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to createCreate, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byor, except:
(a) Liens securing the Obligations pursuant to the Loan Documents;
(b) Permitted Encumbrances;
(c) any Liens on any property or assets of the Borrower or its Subsidiaries existing on the Effective Date set forth on Schedule 7.2; provided, that (i) Requirements such Lien shall not apply to any other property or asset of Law, the Borrower or any Subsidiary and (ii) any Loan DocumentLiens of the type described in Section 7.2(y) set forth on Schedule 7.2 shall be deemed to be, and shall be, for informational purposes only, and such Liens shall not be permitted under this Agreement by having been set forth on Schedule 7.2;
(d) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secured Indebtedness permitted by Section 7.1(a)(iii); (ii) such Lien attaches to such asset concurrently or within ninety (90) days after the acquisition, improvement or completion of the construction thereof; (iii) [reserved], such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;
(e) extensions, renewals, or replacements of any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) Lien referred to in clauses (iva) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
through (d) customary provisions in leasesof this Section 7.2; provided, service agreementsthat (i) the Indebtedness secured thereby constitutes a Permitted Refinancing and (ii) any such extension, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement renewal or replacement is limited to the extent such restriction applies only to the property securing such Indebtednessassets originally encumbered thereby;
(f) any restrictions Lien existing on any property or conditions set forth in asset prior to the acquisition thereof by the Borrower or any agreement in effect at Subsidiary or existing on any time property or asset of any Person that became or becomes a Restricted Subsidiary (but not any modification after the Effective Date prior to the time such Person became or amendment expanding the scope of any such restriction or condition)becomes a Subsidiary; provided that (i) such agreement was Lien is not entered into created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary and as the restriction or condition set forth in case may be, (ii) such agreement does Lien shall not apply to any other property or asset of the Borrower or any Loan Party (other Restricted than any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender), (iii) such Lien shall secure only those obligations and unused commitments (and to the extent such obligations and commitments constitute Indebtedness, such Indebtedness is permitted hereunder) that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof so long as the principal amount of such extensions, renewals and replacements does not exceed the principal amount of the obligations being extended, renewed or replaced (plus any accrued but unpaid interest (including any portion thereof which is payable in kind in accordance with the terms of such extended, renewed or replaced Indebtedness) and premium payable by the terms of such obligations thereon and fees and expenses associated therewith) and (iv) the Indebtedness secured by such Lien is incurred pursuant to and in accordance with the terms of Section 7.1(a)(ix);
(g) restrictions Liens (i) of a collecting bank arising in the ordinary course of business under Section 4-208 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon, (ii) in favor of a banking or conditions other financial institution arising as a matter of law or contract encumbering deposits or other funds maintained with a financial institution (including netting arrangements or the right of set off) and which are within the general parameters customary in the banking industry and (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts, in each case incurred in the ordinary course of business, not for speculative purposes and not in connection with the incurrence of Indebtedness for borrowed money;
(h) Liens representing (i) any interest or title of a licensor, lessor or sublicensor or sublessor under any lease or license permitted by this Agreement, (ii) any Lien or restriction that the interest or title of such lessor, licensor, sublessor or sublicensor may be subject to, or (iii) the interest of a licensee, lessee, sublicensee or sublessee arising by virtue of being granted a license or lease permitted by this Agreement, in each case not interfering in any Indebtedness material respect with the ordinary conduct of the business of the Borrower and the Subsidiaries, taken as a whole;
(i) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods;
(j) the filing of UCC financing statements solely as a precautionary measure or required notice in connection with operating leases or consignment of goods;
(k) Liens not otherwise permitted pursuant by this Section 7.2 to Section 6.01 the extent that is incurred the aggregate outstanding amount (or assumed in the case of Indebtedness, the principal amount) of the obligations secured thereby at any time outstanding does not exceed $5,000,000;
(l) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party in respect of Indebtedness or other obligations owed by such Subsidiary to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its SubsidiariesParty;
(hm) restrictions Liens (i) attaching solely to cash advances and ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with Investments permitted under Section 7.4 or (ii) consisting of an agreement to dispose of any property in a disposition permitted hereunder;
(n) Liens on the cash collateral supporting the Outstanding Letters of Credit in an aggregate amount not to exceed one hundred three percent (or Permitted Investments103.0%) or other deposits imposed by agreements entered into of the aggregate maximum amount available to be drawn of the Outstanding Letters of Credit on the Closing Date;
(o) Liens on insurance policies and the proceeds thereof granted in the ordinary course of business to secure the financing of insurance premiums with respect thereto;
(p) Liens encumbering deposits made to secure obligations arising from contractual or warranty requirements;
(q) Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods;
(r) Liens of bailees in the ordinary course of business;
(s) utility and similar deposits in the ordinary course of business;
(t) Liens disclosed as exceptions to coverage in title policies and endorsements with respect to any real property, in each case approved by the Administrative Agent;
(u) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other restrictions financial institutions not given in connection with the incurrence of Indebtedness for borrowed money, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Loan Party to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or the other Loan Parties or (iii) relating to purchase orders and other agreements entered into by the Borrower or any Subsidiary in the ordinary course of business;
(v) Liens on cash property or deposits constituting Permitted Encumbrancesassets of the Borrower or its Subsidiaries that do not constitute Collateral; provided, that such Liens secure only Indebtedness permitted by Section 7.1(a)(vii);
(iw) restrictions set forth on Schedule 6.07 non-exclusive licenses and sublicenses granted by Borrower or any extension, renewal, amendment, modification of its Subsidiaries and leases and subleases by Borrower or replacement thereof, except any Subsidiary to third parties in the extent ordinary course of business not interfering with the business of the Borrower or any such amendment, modification or replacement expands the scope of any such restriction or conditionits Subsidiaries;
(jx) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures Liens securing Indebtedness permitted by Section 6.02 7.1(a)(xxiv); provided that (x) such Liens do not encumber any property of the Loan Parties that constitutes Collateral and applicable solely (y) such Liens with respect to such joint ventureForeign Subsidiaries do not secure Indebtedness with an aggregate principal amount in excess of $5,000,000; and
(ky) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith Liens securing Indebtedness or other obligations owing to T-Mobile International AG and its affiliated telecommunications/wireless equipment and service companies; provided that such net worth provisions could Liens do not reasonably secure Indebtedness and/or other obligations in an aggregate amount in excess of $200,000. For purposes of determining compliance with this Section 7.2, except for Liens described in Section 7.2(y), (x) a Lien need not be expected incurred solely by reference to impair one category of Liens described above but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the ability event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Liens described above, the Borrower, in its sole discretion, may classify or may subsequently reclassify at any time such Lien (or any portion thereof) in any manner that complies with this covenant. Notwithstanding anything to the contrary herein, Liens of the Borrower type described in Section 7.2(y) shall be permitted only pursuant to Section 7.2(y) and its Subsidiaries to meet their ongoing obligationsnot any other provision of this Agreement (including without limitation Section 7.2(c), even if such Liens are described on Schedule 7.2).
Appears in 2 contracts
Sources: Credit Agreement (Biotelemetry, Inc.), Credit Agreement (Biotelemetry, Inc.)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byor, except:
(a) (i) Requirements Liens securing the Obligations, provided, however, that no Liens may secure Hedging Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations and subject to the priority of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced payments set forth in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case Section 2.22 of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedthis Agreement;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Encumbrances;
(c) restrictions and conditions contained in agreements relating to any Liens on any property or asset of the sale of a Subsidiary Borrower or any assets pending such saleSubsidiary existing on the Closing Date set forth on Schedule 7.2; provided provided, that such restrictions and conditions Lien shall not apply only to any other property or asset of the Subsidiary Borrower or assets that is or are to be sold and such sale is permitted hereunderany Subsidiary;
(d) customary provisions purchase money Liens upon or in leasesany fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, service agreementsconstruction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, licensesthat (i) such Lien secures Indebtedness permitted by Section 7.1(c), sublicenses(ii) such Lien attaches to such asset concurrently or within 180 days after the acquisition, covenants improvement or completion of the construction thereof; (iii) such Lien does not extend to s▇▇ any other asset of the Borrower or any Subsidiary; and other contracts restricting (iv) the assignment thereofIndebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;
(e) restrictions imposed by extensions, renewals, or replacements of any agreement relating Lien referred to in paragraphs (a) through (d) of this Section 7.2; provided, that the principal amount of the Indebtedness secured Indebtedness permitted by this Agreement thereby plus any applicable premium or penalty, accrued interest and related fees and expenses is not increased and that any such extension, renewal or replacement is limited to the extent such restriction applies only to the property securing such Indebtednessassets originally encumbered thereby;
(f) any restrictions Liens arising out of a conditional sale, title retention, consignment or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification similar arrangement for the sale of goods or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiaryoperating leases;
(g) restrictions Bankers liens, rights of set-off and similar rights of any depository institution or conditions escrow agent in any Indebtedness permitted pursuant to Section 6.01 that is incurred possession of funds of the Borrower or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;; and
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 Operating leases and any extensionlicenses, renewal, amendment, modification or replacement thereof, except including those related to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsintellectual property.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Stanley, Inc.), Revolving Credit and Term Loan Agreement (Stanley, Inc.)
Negative Pledge. The Borrower Borrowers will not, and will not permit any Restricted Subsidiary of their Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byor, except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than Liens securing the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedObligations;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Liens;
(c) restrictions and conditions contained in agreements relating to the sale any Liens on any property or asset of a Subsidiary Borrower or any assets pending such saleSubsidiary existing on the Closing Date set forth on Schedule 7.2; provided provided, that such restrictions and conditions Lien shall not apply only to the Subsidiary any other property or assets that is asset of such Borrower or are to be sold and such sale is permitted hereunderany Subsidiary;
(d) customary provisions purchase money Liens upon or in leasesany fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, service agreementsconstruction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, licensesthat (i) such Lien secures Indebtedness permitted by Section 7.1(c), sublicenses(ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, covenants improvement or completion of the construction thereof; (iii) such Lien does not extend to s▇▇ any other asset; and other contracts restricting (iv) the assignment thereofIndebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of a Borrowers, (ii) existing on any asset of any Person at the time such Person is merged with or into a Borrower or any Subsidiary of a Borrower or (iii) existing on any asset prior to the extent acquisition thereof by a Borrower or any Subsidiary of a Borrower; provided, that any such restriction applies Lien was not created in the contemplation of any of the foregoing and any such Lien secures only to those obligations which it secures on the property securing date that such Indebtedness;Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and
(f) any restrictions extensions, renewals, or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope replacements of any Lien referred to in paragraphs (a) through (d) of this Section 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such restriction extension, renewal or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply replacement is limited to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsassets originally encumbered thereby.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Delek US Holdings, Inc.), Revolving Credit Agreement (Delek US Holdings, Inc.)
Negative Pledge. The Borrower Holdings will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for (other than any shares of stock of Holdings that are repurchased by the benefit of the Secured Parties with respect to the Secured Obligations Borrower and retired or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byheld by Holdings), except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedEncumbrances;
(b) customary restrictions and conditions any Liens on any property or asset of the Borrower or any Restricted Subsidiary existing on the Effective Date and set forth on Schedule 7.2; provided, that such Lien shall not apply to any extension, renewal, amendment, modification other property or replacement thereof, except to asset of the extent Borrower or any such amendment, modification or replacement expands the scope of any such restriction or conditionRestricted Subsidiary;
(c) restrictions purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within ninety (90) days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset and conditions contained (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets together with all interest, fees and costs incurred in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderconnection therewith;
(d) customary provisions any Lien (i) existing on any asset of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Restricted Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary of the Borrower; provided, that any such Lien was not created in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ the contemplation of any of the foregoing and other contracts restricting any such Lien secures only those obligations which it secures on the assignment thereofdate that such Person becomes a Restricted Subsidiary or the date of such merger or the date of such acquisition;
(e) restrictions imposed by extensions, renewals, or replacements of any agreement relating Lien referred to in Sections 7.2(a) through 7.2(d); provided, that the principal amount of the Indebtedness secured Indebtedness permitted by this Agreement thereby is not increased and that any such extension, renewal or replacement is limited to the extent such restriction applies only to the property securing such Indebtednessassets originally encumbered thereby;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding Liens securing the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted SubsidiaryObligations;
(g) restrictions or conditions in Liens on shares of stock of any Indebtedness permitted pursuant to Section 6.01 Foreign Subsidiary that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions that the Obligations are secured pari passu with any other Indebtedness or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiariesobligations secured thereby;
(h) restrictions on cash Liens securing Indebtedness permitted by Section 7.1(j); and
(or Permitted Investmentsi) or other deposits imposed by agreements entered into Liens securing obligations incurred in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(ithan Indebtedness) restrictions set forth on Schedule 6.07 and in an aggregate principal amount not to exceed at any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationstime $5,000,000.
Appears in 2 contracts
Sources: Credit Agreement (Aaron's Company, Inc.), Credit Agreement (Aaron's Company, Inc.)
Negative Pledge. The Borrower will notNeither Newark, and will not permit any Restricted Subsidiary toeither Newark Subsidiary, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to VCP Exportadora nor VCP shall create, incur, assume or suffer to exist any Lien upon (or permit any of their respective properties Subsidiaries to create, assume or revenuessuffer to exist) any Lien on any of its Property, whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byby it, except:
(a) Permitted Liens,
(b) Liens that arise pursuant to one or more final judgment(s), order(s), decree(s) and/or award(s) not in excess of $10,000,000 (or its equivalent in any other currency) in the aggregate for the payment of money if discharged within 60 days or fully bonded or covered by insurance where the surety or the insurer, as the case may be, has admitted liability in respect of such judgment(s), order(s), decree(s) and/or award(s),
(c) Liens created under the Loan Documents,
(d) Liens granted in connection with the Other Facility (including Liens on the Sales Collateral and the Collection Account in the manner described herein and in the Security Agreement), and
(e) other Liens granted to secure other Debt as permitted by Section 8.6(a) or other obligations; provided that: (i) Requirements no such Liens shall cover any of LawVCP Exportadora's or VCP's Products exported outside Brazil (or identified to be so exported), (ii) with respect to Newark and the Newark Subsidiaries only, no such Liens shall cover any Loan Documentof the Collateral or any Capital Stock of Aracruz (or any interests therein, including dividends payable thereon), and (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing excluding all of the Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced secured by Liens described in clauses (ia) through (vid) above, the aggregate outstanding principal amount of such Debt and other obligations secured by Liens on tangible Property (including real property) shall not exceed $450,000,000 (or its equivalent in any other currency); provided that with respect the lenders or holders of such Debt shall consist of BNDES, export credit agencies or multilateral financial institutions; and provided further that up to Indebtedness $50,000,000 (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive or its equivalent in any material respect than the restrictions and conditions other currency) of such Debt may be lent by or held by any Person. Notwithstanding anything herein or elsewhere in the Loan Documents orto the contrary, in no event shall Newark or any of the case Newark Subsidiaries permit there to be any Lien on any of Junior Financing, are market terms at the time Collateral other than Permitted Liens of issuance the type described in clauses (a) and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions of the definition thereof and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except Liens pursuant to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsSecurity Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Votorantim Pulp & Paper Inc), Credit Agreement (Votorantim Pulp & Paper Inc)
Negative Pledge. The Borrower will not, and will not permit Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits any Restricted Subsidiary (other than an Excluded Subsidiary) (i) that is not a Loan Party, to pay dividends or distributions to (directly or indirectly), or to make or repay loans or advances to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party or (ii) to create, incur, assume or suffer to exist any Lien upon any Liens on property of their respective properties or revenues, whether now owned or hereafter acquired such Person (other than Excluded Assets) for the benefit of the Secured Parties with respect Lenders to secure the Secured Obligations or under the Loan DocumentsDocuments (other than Incremental Facilities that are not intended to be secured on a first lien basis); provided that the foregoing shall not apply to restrictions and conditions imposed byContractual Obligations that:
(a) (i) Requirements of Lawexist on the Closing Date, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation including Contractual Obligations governing Indebtedness incurred pursuant on the Closing Date to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) finance the Transactions and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced thereof or other Contractual Obligations executed on the Closing Date in clauses (i) through (vi) above; provided that connection with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedTransactions;
(b) customary restrictions and conditions existing are binding on a Restricted Subsidiary at the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any time such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person first becomes a Restricted Subsidiary or are binding on a newly formed Restricted Subsidiary that purchases or acquires (but not any modification in one transaction or amendment expanding a series of transactions) all or substantially all of the scope property and assets or business of any another Person or assets constituting a business unit, line of business or division of another Person, so long as, in each case, such restriction or condition); provided that such agreement was Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary and (or such acquisition) or are binding with respect to any asset at the restriction or condition set forth in time such agreement does not apply to the Borrower or any other Restricted Subsidiaryasset was acquired;
(gc) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by are Contractual Obligations of a Restricted Subsidiary that is not a Loan Party or to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiariesapplicable only to Excluded Assets;
(hd) are customary restrictions that arise in connection with (A) any Lien permitted by Section 7.01 and relate to the property subject to such Lien or (B) any Disposition permitted by Section 7.05 applicable pending such Disposition solely to the assets (including Equity Interests) subject to such Disposition;
(e) are joint venture agreements and other similar agreements applicable to Joint Ventures and applicable solely to such Joint Venture;
(f) are negative pledges and restrictions on cash Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of or that secures such Indebtedness and the proceeds and products thereof;
(g) are restrictions in leases, subleases, licenses, sublicenses or Permitted Investments) agreements governing a disposition of assets, trading, netting, operating, construction, service, supply, purchase, sale or other deposits imposed by agreements entered into in the ordinary course of business so long as such restrictions relate to the assets subject thereto;
(h) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03 to the extent that such restrictions apply only to the property or other restrictions on cash or deposits constituting Permitted Encumbrances)assets securing such Indebtedness;
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification are customary provisions restricting subletting or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope assignment of any such restriction or conditionlease governing a leasehold interest;
(j) are customary provisions restricting assignment of any agreement entered into in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; andthe ordinary course of business;
(k) are restrictions on cash or other deposits imposed by customers or trade counterparties under contracts entered into in the ordinary course of business;
(l) arise in connection with cash or other deposits permitted under Section 7.01;
(m) comprise restrictions that are, taken as a whole, in the good faith judgment of the Borrower (i) no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, (ii) no more restrictive than the restrictions contained in this Agreement, or not reasonably anticipated to materially and adversely affect the Loan Parties’ ability to make any payments required hereunder;
(n) apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over the Borrower or any Restricted Subsidiary;
(o) customary restrictions contained in Indebtedness permitted to be incurred pursuant to Section 7.03(g), (h), (i), (j), (l), (m), (x) or (y);
(p) Contractual Obligations that are subject to the applicable override provisions of the UCC;
(q) customary provisions (including provisions limiting the Disposition, distribution or encumbrance of assets or property) included in sale leaseback agreements or other similar agreements;
(r) net worth provisions contained in real property leases agreements entered into by Subsidiariesthe Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions could would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries or such Restricted Subsidiary to meet their its ongoing obligations;
(s) restrictions arising in any agreement relating to (i) any Cash Management Obligation to the extent such restrictions relate solely to the cash, bank accounts or other assets or activities subject to the applicable Cash Management Services, (ii) any treasury arrangements and (iii) any Hedge Agreement;
(t) restrictions on the granting of a security interest in Intellectual Property contained in licenses, sublicenses or cross-licenses by the Borrower or any Restricted Subsidiary of such Intellectual Property, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business; and
(u) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses of this Section; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith determination of the Borrower, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. Notwithstanding the foregoing, in no event shall any Loan Party or any Restricted Subsidiary enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on any Material Intellectual Property related to any Specified Product for the benefit of the Lenders to secure the Obligations under the Loan Documents, other than any prohibitions included in any licenses or sublicenses of any Specified Product in the ordinary course of business.
Appears in 2 contracts
Sources: Credit Agreement (Ironwood Pharmaceuticals Inc), Credit Agreement (Ironwood Pharmaceuticals Inc)
Negative Pledge. The Borrower will shall not, and will shall not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired for the benefit of the Secured Parties with respect by it (or any income therefrom or any right to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byreceive income therefrom), except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred Liens created pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedCollateral Documents;
(b) customary restrictions and conditions any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the Effective Second Amendment and Restatement Date and set forth in Schedule 7.02; provided that (i) such Lien shall not apply to any extension, renewal, amendment, modification other property or replacement thereof, except to asset of the extent Borrower or any Restricted Subsidiary and (ii) such amendment, modification or replacement expands Lien shall secure only those obligations which it secures on the scope of any such restriction or conditionSecond Amendment and Restatement Date;
(c) restrictions and conditions contained in agreements relating any Lien existing on any asset prior to the sale of acquisition thereof by the Borrower or a Subsidiary or any assets pending such saleRestricted Subsidiary; provided that such restrictions Lien was not created in contemplation of such event and conditions apply only does not extend to any other property of the Subsidiary Borrower or assets that is or are to be sold and such sale is permitted hereunderany Restricted Subsidiary;
(d) customary provisions any Lien existing on any asset of any Person at the time such Person becomes a Restricted Subsidiary or merges into the Borrower or any of its Restricted Subsidiaries in leases, service agreements, licenses, sublicenses, covenants connection with an Acquisition; provided that such Lien was not created in contemplation of such event and does not extend to s▇▇ and any other contracts restricting property of the assignment thereofBorrower or any Restricted Subsidiary;
(e) restrictions imposed by any agreement relating Liens upon the assets of the Borrower and its Restricted Subsidiaries subject to secured Indebtedness permitted by this Agreement Capital Lease Obligations to the extent incurred or assumed after the Closing Date in reliance on Section 7.01(a)(iii); provided that (i) such restriction applies Liens only serve to secure the payment of Indebtedness arising under such Capital Lease Obligation, (ii) the Lien encumbering the asset giving rise to the property securing such IndebtednessCapital Lease Obligation does not encumber any other asset of the Borrower or any Restricted Subsidiary and (iii) the aggregate outstanding principal amount of all Indebtedness secured pursuant to this clause (e) and clause (f) after the Closing Date shall not exceed the greater of $100,000,000 and 2.50% of Consolidated Total Assets determined as of the date of the most recent creation of a Lien in reliance on this clause (e);
(f) any restrictions Lien on any asset securing Indebtedness incurred or conditions set forth assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset; provided that (i) such Lien attaches to such asset concurrently with or within 180 days after the acquisition or completion of construction thereof and attaches to no asset other than such asset so financed and (ii) the aggregate outstanding principal amount of all Indebtedness secured pursuant to clause (e) and this clause (f) after the Closing Date shall not exceed the greater of $100,000,000 and 2.50% of Consolidated Total Assets determined as of the date of the most recent creation of a Lien in any agreement in effect at any time any Person becomes reliance on this clause (f);
(g) Liens securing Indebtedness of the Borrower or a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 ; provided that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party such Liens, if they are on Collateral, are subordinated to the extent such restrictions or conditions are no more restrictive in any material respect than Liens securing the restrictions and conditions in Obligations on terms satisfactory to the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its SubsidiariesAdministrative Agent;
(h) restrictions on cash (or any Lien arising out of any Permitted Investments) or other deposits imposed Refinancing; provided that the principal amount of such Indebtedness is not increased and such refinanced Indebtedness is not secured by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances)any additional assets;
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Encumbrances;
(j) customary provisions other Liens securing Indebtedness or other obligations in joint venture agreements an aggregate amount not exceeding $25,000,000 at any time outstanding; provided that any Indebtedness or other obligations secured by such other Liens on the Collateral (i) shall not exceed $5,000,000 at any time outstanding and (ii) shall either (A) be secured on a junior priority basis to the Liens on the Collateral securing the Secured Obligations or (B) cause the Borrowing Base to be reduced by the amount of the obligations secured by such Liens on the Collateral;
(k) so long as the same is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations, Liens on Collateral securing Indebtedness incurred pursuant to Section 7.01(a)(xiv);
(l) [Reserved];
(m) so long as the Borrower’s Senior Secured Leverage Ratio shall be equal to or less than 3.50:1.00 on a Pro Forma Basis (including the incurrence of any Indebtedness under Section 7.01(a)(xvii) then being incurred))
(i) Liens placed upon the Equity Interests of any Restricted Subsidiary to secure Indebtedness incurred pursuant to Section 7.01(a)(xvii) in connection with the acquisition of such Restricted Subsidiary and (ii) Liens placed upon the assets of such Restricted Subsidiary or any of its Subsidiaries to secure Indebtedness (or to secure a Guarantee of such Indebtedness), in either case incurred pursuant to Section 7.01(a)(xvii) in connection with the acquisition of such Restricted Subsidiary; provided that such Liens shall be subject to the Term Loan Intercreditor Agreement in the capacity of, or on terms substantially the same as are applicable to, Fixed Asset Obligations;
(n) the modification, replacement, extension or renewal of any Lien permitted by (b), (d), (e), (f) and (m) of this Section 7.02 upon or in the same assets theretofore subject to such Lien (other similar agreements applicable than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.01 and proceeds and products thereof) or the Permitted Refinancing thereof or other obligations secured thereby as and to joint ventures the extent permitted by Section 6.02 7.01;
(o) Liens deemed to exist by reason of (x) any encumbrance or restriction (including put and applicable solely call arrangements) with respect to the Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement (including any Minority-Owned Affiliates) or (y) any encumbrance or restriction imposed under any contract for the sale by the Borrower or any of its Subsidiaries of the Equity Interests of any Subsidiary, or any business unit or division of the business or any Subsidiary permitted under this Agreement; provided that in each case such joint ventureLiens shall extend only to the relevant Equity Interests; and
(kp) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined same is subject to the Term Loan Intercreditor Agreement in good faith the capacity of Fixed Asset Obligations, other Liens on Collateral securing Indebtedness permitted to be incurred under Section 7.01(xi); provided that (i) on a Pro Forma Basis after giving effect to such net worth provisions could incurrence, the Senior Secured Leverage Ratio would be equal to or less than 3.50:1.00 (provided that any proceeds of such debt incurrence and any other substantially simultaneous debt incurrence shall not reasonably be expected to impair netted from Consolidated Senior Secured Indebtedness for purposes of calculating the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsSenior Secured Leverage Ratio).
Appears in 2 contracts
Sources: Abl Credit Agreement (Kindred Healthcare, Inc), Abl Credit Agreement (Kindred Healthcare, Inc)
Negative Pledge. The Borrower Company will not, and will not permit any Restricted Material Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon securing Debt on any of their respective properties or revenuesRestricted Property, whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byexcept:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than Liens existing on the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedEffective Date;
(b) customary restrictions and conditions any Lien existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope asset of any Person at the time such restriction Person becomes (or conditionmerges or combines with) a Material Subsidiary and not created in contemplation of such event;
(c) restrictions any Lien on any asset (and conditions contained in agreements relating to improvements thereto and proceeds thereof) securing Debt incurred or assumed for the sale purpose of a Subsidiary financing all or any assets pending part of the cost of acquiring such saleasset; provided that such restrictions and conditions apply only Lien attaches to such asset concurrently with or within one year after the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderacquisition thereof;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not any Lien on any improvements constructed on any property of the Company or any such Material Subsidiary and any theretofore unimproved real property on which such improvements are located securing Debt incurred for the purpose of financing all or any part of the cost of constructing such improvements; provided that such Lien attaches to s▇▇ such improvements within one year after the later of (i) completion of construction of such improvements and other contracts restricting the assignment thereof(ii) commencement of full operation of such improvements;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement Lien existing on any asset prior to the extent acquisition thereof by the Company or a Material Subsidiary and not created in contemplation of such restriction applies only to the property securing such Indebtednessacquisition;
(f) any restrictions Liens on property of the Company or conditions set forth a Material Subsidiary in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope favor of any such restriction Governmental Authority to secure partial, progress, advance or condition); provided that such agreement was not entered into in contemplation other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower financing all or any other Restricted Subsidiarypart of the purchase price or the cost of construction of the property subject to such Liens;
(g) restrictions Liens resulting from judgments that have been stayed or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred bonded or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiariesexceeding $500,000,000;
(h) restrictions Liens on cash property of any Material Subsidiary in favor of the Company and/or one or more Material Subsidiaries;
(i) any Lien created or Permitted Investmentssubsisting in order to comply with Section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) or other deposits imposed by agreements pursuant to Section 7e of the German Social Law Act No. 4 (Sozialgesetzbuch IV);
(j) any Lien entered into by the Company or any Material Subsidiary in the ordinary course of business its banking arrangements for the purpose of netting debit and credit balances and any Lien arising under the general terms and conditions of banks or Sparkassen (Allgemeine Geschäftsbedingungen der Banken oder Sparkassen) with whom the Company or other restrictions on cash or deposits constituting Permitted Encumbrances)the relevant Material Subsidiary maintains a banking relationship in the ordinary course of business;
(ik) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures Liens not otherwise permitted by the foregoing clauses of this Section 6.02 securing Debt in an aggregate principal amount at any time outstanding not to exceed the greater of (x) 15% of Consolidated Net Tangible Assets (measured at the time of incurrence of such Debt) and applicable solely to such joint venture(y) $7,500,000,000; and
(kl) customary net worth provisions contained in real property leases entered into any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by Subsidiaries, so long as any Lien permitted by any of the Borrower has determined in good faith foregoing clauses of this Section 5.03; provided that such net worth provisions could Debt is not reasonably be expected to impair the ability of the Borrower increased and its Subsidiaries to meet their ongoing obligationsis not secured by any additional assets other than improvements thereon and proceeds thereof.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Linde PLC), 364 Day Credit Agreement (Linde PLC)
Negative Pledge. The Borrower Company will not, and will not cause or permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreementdirectly or indirectly, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any Pledged Collateral other than Prior Liens or any other Lien permitted by the Security Agreement. The Company will not, and will not cause or permit any of their respective properties its Subsidiaries to, directly or revenuesindirectly, whether create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired for by it which does not constitute Pledged Collateral, except (collectively, the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:"Permitted Liens"):
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(vLiens securing Financing Leases permitted under Section 6.8(a)(iii), 6.01(a)(viii) so long as such Liens do not cover any assets or 6.01(a)(xxvii) and (vii) property of the Company or any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect of its Subsidiaries other than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction asset or condition contained in the Indebtedness being refinancedproperty so financed;
(b) customary restrictions and conditions existing on Liens securing obligations permitted by Section 6.8 which obligations represent all or part of the Effective Date and purchase price of equipment purchased by the Company or any extensionof its Subsidiaries for use in its business; provided, renewalhowever, amendment, modification that such Liens shall not encumber any asset or replacement thereof, except to property of the extent Company or any of its Subsidiaries other than such amendment, modification or replacement expands the scope of any such restriction or conditionequipment;
(c) restrictions (i) statutory and conditions contained in agreements relating common law Liens of landlords under leases to which the sale of a Subsidiary Company or any assets pending such sale; provided that such restrictions of its Subsidiaries is a party and conditions apply only to the Subsidiary or assets that is or are to be sold (ii) Liens of carriers, warehousemen, mechanics and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) materialmen or other deposits imposed by agreements entered into similar statutory Liens, in each case incurred in the ordinary course of business for sums the payment of which is not delinquent or which are the subject of good faith proceedings by the Company or any of its Subsidiaries ;
(d) Liens incurred on deposits made in the ordinary course of business in connection with workers' compensation, performance bonds, unemployment insurance and other types of social security, other than any Lien imposed by or under ERISA;
(e) Liens in respect of judgments or orders for the payment of money which in the aggregate at any one time do not exceed $15,000,000;
(f) Liens imposed by a Governmental Authority for taxes, assessments or charges not yet due or which are be- 36 ing contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiary, as the case may be, in accordance with GAAP;
(g) easements, rights of way, permits, licenses, zoning ordinances, covenants, restrictions, defects, minor irregularities of title and other restrictions similar Liens on cash property which in the case of any particular parcel of real property do not materially detract from the value or deposits constituting Permitted Encumbrances)utilization of such real property;
(h) Liens created pursuant to the Collateral Documents; and
(i) restrictions set forth any Liens on Schedule 6.07 and any extensionshares of FPA Medical Management, renewal, amendment, modification or replacement thereof, except Inc. encumbered pursuant to the extent any such amendment, modification or replacement expands the scope arrangements with regulatory authorities relating to capital adequacy requirements of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.
Appears in 2 contracts
Sources: Bridge Securities Purchase Agreement (Oxford Health Plans Inc), Bridge Securities Purchase Agreement (Oxford Health Plans Inc)
Negative Pledge. The Borrower will not, and will (a) So long as any of the Notes or Coupons remain outstanding (as defined in the Agency Agreement) the Issuer shall not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, guarantee or assume after the date hereof any notes, bonds, debentures or suffer to exist other similar evidences of indebtedness for money borrowed (“Relevant Debt”) secured by any Lien upon mortgage, pledge, security interest, lien or other similar encumbrance (a “Security Interest”) on any Principal Property (as defined below) or on any shares of their respective properties stock or revenues, whether now owned or hereafter acquired indebtedness of any Restricted Subsidiary (as defined below) (which for the benefit avoidance of doubt shall not include shares in the Secured Parties Issuer), without effectively providing concurrently with respect to the Secured Obligations creation, incurrence, guarantee or under the Loan Documents; provided assumption of such Relevant Debt that the foregoing shall Notes will be secured equally and rateably with (or prior to) the Relevant Debt, so long as the Relevant Debt will be so secured. This restriction will not apply to restrictions and conditions imposed byto:
(a) (i) Requirements Security Interests on property, shares of Law, stock or indebtedness of any corporation existing at the time it becomes a subsidiary of the Issuer provided that any such Security Interest was not created in contemplation of becoming a subsidiary;
(ii) Security Interests on property or shares of stock existing at the time of the acquisition thereof by the Issuer or to secure the payment of all or any Loan Documentpart of the purchase price thereof or all or part of the cost of the improvement, (iii) [reserved]construction, (iv) alteration or repair of any documentation governing Incremental Equivalent Debtbuilding, (v) equipment or facilities or of any documentation governing Permitted Unsecured Refinancing Debtother improvements on all or any part of the property or to secure any Relevant Debt incurred prior to, Permitted First Priority Refinancing Debt at the time of, or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents orwithin 12 months after, in the case of Junior Financingshares of stock, are market terms the acquisition of such shares and, in the case of property, the later of the acquisition, the completion of construction (including any improvements, alterations or repairs on an existing property) or the commencement of commercial operation of such property, which Relevant Debt is incurred for the purpose of financing all or any part of the purchase price thereof or all or part of the cost of improvement, construction, alteration or repair thereon;
(iii) Security Interests on any Principal Property or on shares of stock or indebtedness of any subsidiary of the Issuer, to secure all or any part of the cost of exploration, drilling, development, improvement, construction, alteration or repair of any part of the Principal Property or to secure any Relevant Debt incurred to finance or refinance all or any part of such cost;
(iv) Security Interests existing on the issue date of the Notes;
(v) Security Interests on property owned or held by any company or on shares of stock or indebtedness of any entity, in either case existing at the time such company is merged into or consolidated or amalgamated with either the Issuer or any of its subsidiaries, or at the time of issuance and (B) referred a sale, lease or other disposition of the properties of a company as an entirety or substantially as an entirety to clause (v) above, such restrictions shall not expand the scope in Issuer or any material respect of any such restriction or condition contained in the Indebtedness being refinancedits subsidiaries;
(bvi) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope Security Interests arising by operation of any such restriction or conditionlaw (other than by reason of default);
(cvii) restrictions and conditions contained in agreements relating Security Interests to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is secure Relevant Debt incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances)and maturing not more than 12 months from the date incurred;
(iviii) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except Security Interests arising pursuant to the extent specific terms of any licence, joint operating agreement, unitisation agreement or other similar document evidencing the interest of the Issuer or a subsidiary of the Issuer in any oil or gas field and/or facilities (including pipelines), provided that any such amendment, modification or replacement expands the scope of any Security Interest is limited to such restriction or conditioninterest;
(jix) customary provisions Security Interests to secure indebtedness for borrowed money incurred in joint venture agreements connection with a specifically identifiable project where the Security Interest relates to a Principal Property to which such project has been undertaken and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely the recourse of the creditors in respect of such Security Interest is substantially limited to such joint ventureproject and Principal Property;
(x) Security Interests created in accordance with normal practice to secure Relevant Debt of the Issuer whose main purpose is the raising of finances under any options, futures, swaps, short sale contracts or similar or related instruments which relate to the purchase or sale of securities, commodities or currencies; and
(kxi) customary net worth provisions contained any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in real property leases entered into by Subsidiariespart, of any Security Interests referred to in (i) through (x) of this paragraph, or of any Relevant Debt secured thereby; provided that the principal amount of Relevant Debt secured thereby shall not exceed the principal amount of Relevant Debt so long as secured at the Borrower has determined in good faith time of such extension, renewal or replacement, and that such net worth provisions could not reasonably extension, renewal or replacement Security Interest shall be expected limited to impair the ability all or any part of the Borrower and its Subsidiaries to meet their ongoing obligationssame property or shares of stock that secured the Security Interest extended, renewed or replaced (plus improvements on such property), or property received or shares of stock issued in substitution or exchange therefor.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to createCreate, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byor, except:
(a) Liens securing the Obligations pursuant to the Loan Documents;
(b) Permitted Encumbrances;
(c) any Liens on any property or assets of the Borrower or its Subsidiaries existing on the Effective Date set forth on Schedule 7.2; provided, that, such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary;
(d) Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations), provided, that: (i) Requirements of Law, such Lien secured Indebtedness permitted by Section 7.1(c); (ii) any Loan Documentsuch Lien attaches to such asset concurrently or within ninety (90) days after the acquisition, improvement or completion of the construction thereof; (iii) [reserved], such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;
(e) extensions, renewals, or replacements of any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) Lien referred to in clauses (iva) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
through (d) customary provisions in leasesof this Section 7.2; provided, service agreementsthat, licensesthe principal amount of the Indebtedness secured thereby is not increased and that any such extension, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement renewal or replacement is limited to the extent such restriction applies only to the property securing such Indebtednessassets originally encumbered thereby;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding Liens and/or offset rights securing the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted SubsidiaryDOJ Payment Obligation;
(g) restrictions or conditions in any Indebtedness permitted Liens pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is the PMC Obligations; provided, that, such Liens do not a Loan Party (i) extend to the extent such restrictions or conditions are no more restrictive in any material respect asset other than the restrictions assets from which such obligations arise, and conditions in (ii) the Loan Documents or are market terms at aggregate amount of such obligations do not exceed the time cost of issuance and are imposed solely on the aggregate assets subject to such Restricted Subsidiary and its SubsidiariesLiens;
(h) restrictions Liens on cash (or assets acquired in connection with a Permitted Investments) or Acquisition and securing any Acquired Indebtedness incurred in connection therewith as permitted under Section 7.1(j); provided, that, such Liens do not at any time encumber any property other deposits imposed than the property financed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);such Indebtedness; and
(i) restrictions set forth on Schedule 6.07 and other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $5,000,000 at any extensiontime; provided, renewalthat, amendment, modification no such Lien shall extend to or replacement thereof, except to the extent cover any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsCollateral.
Appears in 2 contracts
Sources: Credit Agreement (Rotech Healthcare Holdings Inc.), Credit Agreement (Rotech Healthcare Holdings Inc.)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to createCreate, incur, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of their respective properties or revenues, whether Subsidiaries) now owned or hereafter acquired for the benefit by it or on any income or rights in respect of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byany thereof, except:
(a) Liens securing Indebtedness (other than Indebtedness described in clauses (b) through (k) below) to the extent and only to the extent that the aggregate amount of Priority Indebtedness shall not exceed $200,000,000 at any time; (b) Liens (including deposits) in connection with or to secure performance of bids, tenders, contracts (other than contracts creating or evidencing or executed in connection with the incurrence of Indebtedness) or leases (other than Capital Lease Obligations) or to secure statutory obligations, surety or appeal bonds or indemnity, performance or similar bonds; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary; provided, however, that (i) Requirements such Lien is not created in contemplation of Law, or in connection with such acquisition and (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement Lien does not apply to any other property or assets of the Borrower Company or any other Restricted Subsidiary;
; (gd) restrictions Liens for taxes not yet due or conditions which are being contested in any Indebtedness permitted pursuant to compliance with Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
5.03; (he) restrictions on cash (or Permitted Investments) carriers', warehousemen's, mechanic's, materialmen's, repairmen's or other deposits imposed by agreements entered into like Liens arising in the ordinary course of business and securing obligations which are not due or which are being contested in compliance with Section 5.03; (f) pledges and deposits and other liens made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or other regulations; (g) zoning restrictions, easements, rights-of-way restrictions on cash use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the real property subject thereto or deposits constituting Permitted Encumbrances);
interfere with the ordinary conduct of the business of the Company or any of the Subsidiaries; (h) Liens (including deposits) in connection with self-insurance; (i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification judgment or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable Liens in connection with legal proceedings in an aggregate principal amount (net of amounts for which relevant insurance providers have delivered written acknowledgements of coverage) not to joint ventures permitted by Section 6.02 exceed $125,000,000, provided that the execution or other enforcement of such liens is effectively stayed and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined claims secured thereby are being actively contested in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.by appropriate proceedings;
Appears in 2 contracts
Sources: Credit Agreement (Cummins Engine Co Inc), Credit Agreement (Cummins Engine Co Inc)
Negative Pledge. The Borrower will notCreate, and will not permit any Restricted Subsidiary toto exist, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist the creation of, any Lien upon Lien, on any of their respective its properties or revenuesassets (real or personal, whether now owned tangible or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byintangible), except:
(a) (i) Requirements Liens in favor of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedBank;
(b) customary restrictions and conditions Liens existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditiondate hereof that are listed on Annex I hereto;
(c) restrictions and conditions contained in agreements relating Liens for taxes, assessments or governmental charges or levies to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are extent not required to be sold and such sale is permitted hereunderpaid by Section 7.05 hereof;
(d) customary provisions in leasesLiens imposed by law, service agreementssuch as materialmen's, licensesmechanics', sublicensescarrier's, covenants not to s▇▇ workmen's, and repairmen's Liens and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into similar Liens arising in the ordinary course of business securing obligations which are not overdue for a period of more than 30 days;
(or other restrictions on cash e) pledges or deposits constituting Permitted Encumbrancesto secure obligations under workmen's compensation laws or similar legislation or to secure public or statutory obligations of the Borrower or any of its Subsidiaries;
(f) Liens with respect to any OEM Equipment Finance Transaction but only in respect of the equipment acquired therein;
(g) Liens incurred, assumed or created in connection with Facilities Management Arrangements, but only as to equipment and machinery that (i) is pertinent to the performance by the Borrower or the relevant Subsidiary of its obligations thereunder and (ii) was not an asset of the Borrower or such relevant Subsidiary prior to such arrangement;
(h) Liens for finance leases of equipment leased by the Borrower or any of its Subsidiaries (including Capitalized Leases);, or purchase money Liens upon or in equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of the leasing, acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any equipment (including, but not limited to, the Financed Equipment) other than the equipment being leased or acquired and no such extension, renewal or replacement shall extend to or cover any equipment not theretofore subject to the Lien being extended, renewed or replaced, and provided, further, that (i) the aggregate principal amount of the Indebtedness at any one time outstanding secured by Liens permitted pursuant to this clause (h) shall not exceed $5,000,000 at any one time outstanding and (ii) any such Indebtedness shall not otherwise be prohibited by the terms of this Agreement; or
(i) restrictions set forth on Schedule 6.07 and any extensionthe replacement, renewal, amendment, modification extension or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope renewal of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures Lien permitted by Section 6.02 and applicable solely to such joint venture; and
clauses (ka) customary net worth provisions contained through (h) above upon or in real the same property leases entered into by Subsidiariestheretofore subject thereto or the replacement, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability extension or renewal (without increase of principal amount) of the Borrower and its Subsidiaries to meet their ongoing obligationsIndebtedness secured thereby.
Appears in 2 contracts
Sources: Equipment Facility and Revolving Credit Agreement (Vestcom International Inc), Equipment Facility and Revolving Credit Agreement (Vestcom International Inc)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties assets or revenues, whether property now owned or hereafter acquired or, except:
(a) Liens created in favor of the Administrative Agent for the benefit of the Secured Parties with respect Lenders pursuant to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Encumbrances;
(c) restrictions and conditions contained a Lien securing a Hedging Agreement in agreements relating to the sale favor of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only current Lender, entered into in connection with interest rate risks with respect to this Agreement, which ranks pari passu with the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderSecurity Documents;
(d) customary provisions in leasesany Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, service agreements, licenses, sublicenses, covenants that such Lien shall not apply to s▇▇ and any other contracts restricting property or asset of the assignment thereofBorrower or any Subsidiary;
(e) restrictions imposed by purchase money Liens upon or in any agreement relating fixed or capital assets to secured secure the purchase price or the cost of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by this Agreement Section 7.1(f), (ii) such Lien attaches to such asset concurrently or within 90 days after the extent acquisition thereof; (iii) such restriction applies only Lien does not extend to any other asset; and (iv) the property securing Indebtedness secured thereby does not exceed the cost of acquiring such Indebtednessfixed or capital assets;
(f) any restrictions or conditions set forth in Lien (i) existing on any agreement in effect asset of any Person at any the time any such Person becomes a Restricted Subsidiary of the Borrower, (but not ii) existing on any modification or amendment expanding the scope asset of any such restriction or condition); provided that such agreement was not entered into in contemplation of Person at the time such Person becoming a Restricted Subsidiary and the restriction is merged with or condition set forth in such agreement does not apply to into the Borrower or any other Restricted Subsidiary;Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and
(g) restrictions extensions, renewals, or conditions replacements of any Lien referred to in any paragraphs (a) through (f) of this Section; provided, that the principal amount of the Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that secured thereby is not a Loan Party increased and that any such extension, renewal or replacement is limited to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsassets originally encumbered thereby.
Appears in 2 contracts
Sources: Revolving Credit Loan Agreement (American Healthways Inc), Revolving Credit and Term Loan Agreement (American Healthways Inc)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired acquired, except:
(a) Liens created in favor of the Administrative Agent for the benefit of the Secured Parties with respect Lenders pursuant to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Encumbrances;
(c) restrictions any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and conditions contained in agreements relating (ii) with respect to the sale Lien in favor of a Subsidiary Bankers Softech, such Lien secures or any assets pending such sale; provided that such restrictions and conditions apply relates only to an operating lease for which the Subsidiary or assets that is or are aggregate amount to be sold and such sale is permitted hereunderpaid thereunder does not exceed $350,000;
(d) customary provisions purchase money Liens upon or in leasesany fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, service agreementsconstruction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, licensesthat (i) such Lien secures Indebtedness permitted by Section 7.1(c), sublicenses(ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, covenants improvement or completion of the construction thereof; (iii) such Lien does not extend to s▇▇ any other asset; and other contracts restricting (iv) the assignment thereofIndebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the extent acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such restriction applies Lien was not created in the contemplation of any of the foregoing and any such Lien secures only to those obligations which it secures on the property securing date that such Indebtedness;Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and
(f) any restrictions extensions, renewals, or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope replacements of any Lien referred to in paragraphs (a) through (e) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such restriction extension, renewal or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply replacement is limited to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsassets originally encumbered thereby.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Mapics Inc), Revolving Credit and Term Loan Agreement (Mapics Inc)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter Enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of their respective properties its property or revenuesassets (including, whether now owned or hereafter acquired for the benefit without limitation, any of the Secured Parties Unencumbered Properties), except (i) pursuant to the Loan Documents or (ii) with respect to any property or assets other than any of the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced Unencumbered Properties in clauses (i) through (vi) above; provided that connection with respect to Indebtedness (A) referred to any Surviving Debt and any Refinancing Debt extending, refunding or refinancing such Surviving Debt, so long as the prohibitions or conditions contained in clauses (iv) and (v) above, such restrictions shall be Refinancing Debt are no more restrictive in any material respect than the restrictions and conditions corresponding provisions contained in the Loan Documents orDebt which is extended, in the case of Junior Financingrefunded or refinanced thereby, are market terms at the time of issuance and (B) referred to clause (vany Non-Recourse Debt permitted by Section 5.02(b)(ii)(E) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except solely to the extent that (1) the Person incurring such Non-Recourse Debt has no Subsidiaries and (2) the agreements or instruments governing such Non-Recourse Debt prohibit Liens on the property of the Person incurring such Non-Recourse Debt and the Equity Interests in such Person, (C) any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness Secured Recourse Debt permitted by this Agreement Section 5.02(b)(ii)(F) solely to the extent that the agreements or instruments governing such restriction applies only to Secured Recourse Debt prohibit Liens on the property securing such Indebtedness;
Debt, and in connection with any mezzanine financing Liens on any underlying real estate relating thereto (fother than any Unencumbered Property or interest therein), (D) any restrictions Capitalized Lease permitted by Section 5.02(b)(ii)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or conditions set forth in (E) any agreement in effect at Debt outstanding on the date any time any Person Subsidiary of the Borrower becomes such a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that so long as such agreement was not entered into solely in contemplation of such Person Subsidiary becoming a Restricted Subsidiary and of the Borrower). A requirement in agreements relating to Unsecured Debt permitted by this Agreement for Borrower to maintain a level of unencumbered assets to Unsecured Debt shall not be a violation of this Section 5.02(l) or the restriction or condition set forth against negative pledges in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
clause (gc) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsdefinition of Unencumbered Property Conditions.
Appears in 2 contracts
Sources: Credit Agreement (American Campus Communities Operating Partnership LP), Credit Agreement (American Campus Communities Operating Partnership LP)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired acquired, for the benefit of the applicable Secured Parties with respect to the applicable Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byto:
(a) restrictions and conditions imposed by (i) Requirements of Law, (ii) any Loan Document, Document and (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedPrepetition Secured Documents;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreementssubleases, licenses, sublicenses, covenants not to s▇▇ cross-licenses or sublicenses and other contracts restricting the assignment thereof;
(ed) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing by such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(he) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances)business;
(if) restrictions set forth on Schedule 6.07 6.06 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(jg) customary provisions in partnership agreements, limited liability company organizational governance documents, sale leaseback agreements, joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint ventureagreements, in each case, entered into in the ordinary course of business; and
(kh) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.
Appears in 1 contract
Sources: Senior Subordinate Superpriority Secured Debtor in Possession Credit Agreement (ProSomnus, Inc.)
Negative Pledge. The Borrower Borrowers will not, and will not permit any Restricted Subsidiary toof its Subsidiaries to directly or indirectly, enter into any agreement, instrument, deed (a) create or lease that prohibits or limits the ability of any Loan Party to create, incur, assume incur or suffer to be created or incurred or to exist any Lien upon any of the property or assets of the Borrowers or their respective properties or revenues, Subsidiaries of any character whether now owned or hereafter acquired acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the benefit purpose of subjecting the Secured Parties with respect same to the Secured Obligations payment of Indebtedness or under performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (d) suffer to exist for a period of more than thirty (30) days after the Loan Documents; provided same shall have been incurred any Indebtedness or claim or demand against it that the foregoing shall not apply to restrictions and conditions imposed byif unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedEncumbrances;
(b) customary restrictions and conditions any Liens on any property or asset of the Borrowers or any Subsidiary existing on the Effective Closing Date and set forth on Schedule 7.2; provided, that such Lien shall not apply to any extension, renewal, amendment, modification other property or replacement thereof, except to asset of the extent Borrowers or any such amendment, modification or replacement expands the scope of any such restriction or conditionSubsidiary;
(c) restrictions and conditions contained in agreements relating to the sale Liens on assets of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is Foreign Subsidiaries securing Indebtedness permitted hereunderby Section 7.1(h);
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not purchase money Liens to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any secure Indebtedness permitted pursuant to Section 6.01 7.1(c); provided, that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely Lien attaches to such joint ventureasset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof and (ii) such Lien does not extend to any other asset (other than replacement assets of the same type) or secure any other Indebtedness; and
(ke) customary net worth provisions contained extensions, renewals, or replacements of any Lien referred to in real property leases entered into by Subsidiariesparagraphs (a) through (d) of this Section; provided, so long as that the Borrower has determined in good faith Indebtedness secured thereby is not increased and that any such net worth provisions could not reasonably be expected extension, renewal or replacement is limited to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsassets originally encumbered thereby.
Appears in 1 contract
Sources: Credit Agreement (Crawford & Co)
Negative Pledge. The Borrower Company will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Note Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired acquired, for the benefit of the Secured Parties Holders of the Notes with respect to the Secured Notes Obligations or under the Loan Notes Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byto:
(a) restrictions and conditions imposed by (i) Requirements of Law, (ii) any Loan DocumentNotes Documents, (iii) [reserved]the ABL North America Credit Documents, (iv) any documentation governing Incremental Equivalent Debtthe Loan Documents, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debtthe Other Senior Secured Convertible Notes Documents, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v)Permitted ABL EMEA Credit Facility, 6.01(a)(viii(vii) or 6.01(a)(xxvii) and the Company Preferred Equity Documents, (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vivii) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Issue Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale Disposition of a Subsidiary or any assets pending such saleDisposition; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold subject of such Disposition and such sale Disposition is permitted hereunder;; #96856647v2
(d) customary provisions in leases, service agreementssubleases, licenses, sublicenses, covenants not to s▇▇ cross-licenses or sublicenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement Indenture to the extent such restriction applies only to the property securing by such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower Company or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 4.10 that is incurred or assumed by a Restricted Subsidiary Subsidiaries that is are not a Loan Party Note Guarantors to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Notes Documents or or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth existing under agreements as in effect on Schedule 6.07 the date of this Indenture and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in partnership agreements, limited liability company organizational governance documents, sale leaseback agreements, joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; andagreements, in each case, entered into in the ordinary course of business;
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower Company has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower Company and its Subsidiaries to meet their ongoing obligations; and
(l) restrictions arising in any Swap Agreement and/or any agreement relating to any Cash Management Obligation.
Appears in 1 contract
Sources: Indenture (INVACARE HOLDINGS Corp)
Negative Pledge. The Borrower will following additional covenant shall apply to the Senior Notes:
5.2.1 So long as any Senior Note remains Outstanding, the Company shall not, and will shall procure that none of its Material Subsidiaries shall, create or permit to subsist any security interest upon the whole or any part of any present or future property or assets to secure the repayment of, or any guarantee or indemnity in respect of, any Indebtedness without (i) at the same time or prior thereto securing the Senior Notes equally and ratably with such securities or otherwise in a manner satisfactory to the Trustee or (ii) providing such other security for the Senior Notes as the Trustee may, in its absolute discretion, deem to be not permit materially less beneficial to the Holders of Senior Notes or as may be approved by the Holders of at least a majority in principal amount of the Outstanding Senior Notes.
5.2.2 The foregoing restriction shall not apply to any Restricted security interest upon the whole or a part of any property or assets of the Company or any of its Material Subsidiaries, which security interest is:
(i) existing on August 3, 2005;
(ii) to secure any Indebtedness (including Capitalized Lease Obligations) incurred by the Company solely for the purposes of financing all or any part of the purchase price or the cost of acquisition, design, development, construction, equipping, installation, alteration, repair or improvement of any property or assets acquired by the Company after August 3, 2005; provided that (A) the security interest is confined to such property or assets, (B) the principal amount of Indebtedness secured by such security interest shall not exceed such cost and (C) the security interest attaches to such property or assets concurrently with or within 120 days of the time of the acquisition of such property or assets or the completion of the activity being financed;
(iii) to secure any Indebtedness existing on (A) any property or asset of any entity at the time the Company or one of its Subsidiaries acquire such entity after August 3, 2005, whether by merger, consolidation or otherwise or (B) any property or asset at the time it is acquired by the Company or one of its Subsidiaries after August 3, 2005; provided that in each case such security interest shall not have been created in contemplation of or in connection with such acquisition;
(iv) on the property, assets or accounts of a Material Subsidiary toto secure Indebtedness (including Capitalized Lease Obligations) incurred for the purpose of financing all or any part of the purchase price or cost of acquisition, enter into design, development, construction, equipping, installation, alteration, repair or improvement of property, plant or equipment of such Material Subsidiary;
(v) upon any debt service reserve or similar account of the Company or any of its Material Subsidiaries established or existing for the purpose of servicing payments of principal, interest or other amounts due or payable by the Company or any of its Material Subsidiaries under any agreement, instrument, deed understanding or lease that prohibits arrangement pursuant to which the Company or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties its Material Subsidiaries has incurred Indebtedness or revenues, whether now owned or hereafter acquired for the benefit (without duplication) evidencing any Indebtedness of the Secured Parties with respect to the Secured Obligations Company or under the Loan Documentsany of its Material Subsidiaries; provided that the foregoing total Indebtedness of the Company or of its Material Subsidiaries (taken together) secured by such accounts of the Company or any of its Material Subsidiaries shall not apply exceed $50.0 million, excluding any Indebtedness permitted to restrictions and conditions imposed by:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses be secured by sub-sections (i) through (iv), (vi), (vii) above; provided that with respect to Indebtedness or (Aviii) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedthis Section 5.2.2;
(bvi) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except a contractual right of setoff pertaining to the extent any such amendment, modification or replacement expands pooled deposit and/or sweep accounts of the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary Company or any assets pending such sale; provided that such restrictions and conditions apply only of its Material Subsidiaries to the Subsidiary permit satisfaction of overdraft or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is similar obligations incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances)business;
(ivii) restrictions set forth on Schedule 6.07 and to secure any extensionIndebtedness owing to the Company or to a wholly-owned Material Subsidiary; or
(viii) a refinancing, renewal, amendment, modification extension or replacement thereof, except to the extent any such amendment, modification (in whole or replacement expands the scope in part) of any such restriction or condition;
Indebtedness permitted to be secured by subsections (ji) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by through (vii) above of this Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as 5.2.2. For the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability purposes of the Borrower and its Subsidiaries to meet their ongoing obligations.this Section 5.2 only:
Appears in 1 contract
Sources: Third Supplemental Indenture (Chartered Semiconductor Manufacturing LTD)
Negative Pledge. The Borrower will not, and nor will not it ---------------- permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or by it, except Liens granted under the Loan Documents; provided that the foregoing shall not apply to restrictions Security Documents and conditions imposed byexcept:
(a) any Lien (iother than a Lien securing Debt) Requirements existing on any asset (other than an asset subject to a security interest granted under the Pledge Agreement or the Security Agreement) prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedacquisition;
(b) customary restrictions Liens for taxes not delinquent or being contested in good faith and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionby appropriate proceedings;
(c) restrictions and conditions contained in agreements relating deposits or pledges to the sale of a Subsidiary secure obligations under workers' compensation, social security or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary similar laws, or assets that is or are to be sold and such sale is permitted hereunderunder unemployment insurance;
(d) customary provisions in leasesmechanics', service agreementsworkers', licensesmaterialmen's, sublicenseswarehousemen's, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) landlords' or other deposits imposed by agreements entered into like Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith;
(e) easements, rights-of-way, charges, covenants, restrictions and matters of public record, survey defects and imperfections of title that do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business, in each case affecting real property;
(f) the reservation by any prior grantor of any right, title or interest in and to all oil, gas and other restrictions hydrocarbon substances, minerals, ores and metals of every nature and kind in and under real property that do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;
(g) any Liens securing Capital Financing Debt; provided that such -------- Lien does not attach to any asset other than the asset financed by such Capital Financing Debt and proceeds thereof;
(h) Liens, if any, on cash or deposits constituting Permitted Encumbrances)credit card receivables sold pursuant to the Credit Card Agreements that arise under the Credit Card Agreements by virtue of such sale and proceeds thereof;
(i) restrictions set forth on Schedule 6.07 Liens incurred in the ordinary course of business to secure performance of surety and any extensionindemnity bonds, renewal, amendment, modification or replacement thereof, except leases and other contracts (other than to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionsecure Debt);
(j) customary provisions interests (other than Debt) of a lessor or lessee arising under a lease;
(k) Liens in joint venture agreements favor of customs and other similar agreements applicable revenue authorities arising as a matter of law to joint ventures permitted secure payment of customs duties in connection with imported goods, which duties are not delinquent or are being contested in good faith by Section 6.02 and applicable solely appropriate proceedings;
(l) unperfected Liens on inventory arising in the ordinary course of business securing trade accounts payable to suppliers of such joint ventureinventory which are not past due or which are being contested in good faith; and
(km) customary net worth provisions contained Liens arising in real property leases entered into by Subsidiariesthe ordinary course of its business which (i) do not attach to any asset subject to a security interest granted under the Security Documents, so long as (ii) do not secure Debt or any other monetary obligation (other than judgments and appeal bonds not exceeding $2,000,000 in the Borrower has determined aggregate) and (iii) do not in good faith that such net worth provisions could not reasonably be expected to the aggregate materially detract from the value of its assets or materially impair the ability use thereof in the operation of the Borrower and its Subsidiaries to meet their ongoing obligationsbusiness.
Appears in 1 contract
Sources: Credit Agreement (Brylane Inc)
Negative Pledge. The Borrower will not, and nor will not it ---------------- permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or by it, except Liens granted under the Loan Documents; provided that the foregoing shall not apply to restrictions Security Documents and conditions imposed byexcept:
(a) any Lien (iother than a Lien securing Debt) Requirements existing on any asset (other than an asset subject to a security interest granted under the Pledge Agreement or the Security Agreement) prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedacquisition;
(b) customary restrictions Liens for taxes not delinquent or being contested in good faith and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionby appropriate proceedings;
(c) restrictions and conditions contained in agreements relating deposits or pledges to the sale of a Subsidiary secure obligations under workers' compensation, social security or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary similar laws, or assets that is or are to be sold and such sale is permitted hereunderunder unemployment insurance;
(d) customary provisions in leasesmechanics', service agreementsworkers', licensesmaterialmen's, sublicenseswarehousemen's, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) landlords' or other deposits imposed by agreements entered into like Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith;
(e) easements, rights-of-way, charges, covenants, restrictions and matters of public record, survey defects and imperfections of title that do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business, in each case affecting real property;
(f) the reservation by any prior grantor of any right, title or interest in and to all oil, gas and other restrictions hydrocarbon substances, minerals, ores and metals of every nature and kind in and under real property that do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;
(g) any Liens securing Capital Financing Debt; provided that such Lien -------- does not attach to any asset other than the asset financed by such Capital Financing Debt and proceeds thereof;
(h) Liens, if any, on cash or deposits constituting Permitted Encumbrances)credit card receivables sold pursuant to the Credit Card Agreements that arise under -84- the Credit Card Agreements by virtue of such sale and proceeds thereof;
(i) restrictions set forth on Schedule 6.07 Liens incurred in the ordinary course of business to secure performance of surety and any extensionindemnity bonds, renewal, amendment, modification or replacement thereof, except leases and other contracts (other than to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionsecure Debt);
(j) customary provisions interests (other than Debt) of a lessor or lessee arising under a lease;
(k) Liens in joint venture agreements favor of customs and other similar agreements applicable revenue authorities arising as a matter of law to joint ventures permitted secure payment of customs duties in connection with imported goods, which duties are not delinquent or are being contested in good faith by Section 6.02 and applicable solely appropriate proceedings;
(l) unperfected Liens on inventory arising in the ordinary course of business securing trade accounts payable to suppliers of such joint ventureinventory which are not past due or which are being contested in good faith; and
(km) customary net worth provisions contained Liens arising in real property leases entered into by Subsidiariesthe ordinary course of its business which (i) do not attach to any asset subject to a security interest granted under the Security Documents, so long as (ii) do not secure Debt or any other monetary obligation (other than judgments and appeal bonds not exceeding $2,000,000 in the Borrower has determined aggregate) and (iii) do not in good faith that such net worth provisions could not reasonably be expected to the aggregate materially detract from the value of its assets or materially impair the ability use thereof in the operation of the Borrower and its Subsidiaries to meet their ongoing obligationsbusiness.
Appears in 1 contract
Sources: Credit Agreement (Brylane Inc)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer otherwise become liable upon or permit to exist any Lien upon any of their respective properties on, against or revenues, whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byany of its assets, except for:
(a) (i) Requirements of LawLiens for Taxes and Statutory Prior Claims, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt assessments or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) governmental charges or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents levies which are paid when due or, if overdue, the validity or amount of which is being contested in the case of Junior Financing, are market terms at the time of issuance good faith by appropriate proceedings and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction which adequate steps have been taken (which may include cash being paid to or condition contained pledged with the relevant Governmental Authority) to prevent penalties from being imposed, interest from accruing and the commencement or continuation of enforcement proceedings and adequate reserves in accordance with Applicable Accounting Principles have been recorded on the Indebtedness being refinancedconsolidated balance sheet of the Borrower;
(b) customary restrictions mechanics’, carriers’, warehousemen’s, storage, repairers’ and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionmaterialmen’s Liens;
(c) restrictions Liens or rights of distress reserved in or exercisable under any lease for rent not at the time overdue (or, if overdue, such overdue amount is being contested in good faith by appropriate proceedings, any exercise of rights of distress are stayed and conditions contained adequate reserves required by Applicable Accounting Principles are recorded in agreements relating to the sale accounts and financial statements of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderBorrower);
(d) customary provisions rights of set-off contained in leases, service agreements, licenses, sublicenses, covenants contracts that are not to s▇▇ contracts for Debt entered into in the ordinary and other contracts restricting the assignment thereofusual course of conducting day-to-day business;
(e) restrictions imposed Liens arising solely by virtue of any agreement statutory or common law provision relating to secured Indebtedness permitted banker’s liens, rights of combination of accounts or similar rights in the ordinary course of conducting day-to-day banking business in relation to deposit accounts or other funds maintained with a financial institution; provided that such Liens (v) do not relate to any deposit account that is a dedicated cash collateral account which is subject to restrictions against access by this Agreement the depositor or account holder, (w) do not relate to any deposit account intended by the depositor or account holder to provide collateral to the extent such restriction applies only depository institution and (x) are not intended directly or indirectly to secure the property securing such Indebtednesspayment or performance of Debt or any other obligation;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope Liens over specific items of any property such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiaryas purchasing money security interests;
(g) restrictions or conditions the Liens created by the Security and any other Liens created in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to favour of the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;Lender; and
(h) restrictions on cash (or Permitted Investments) or such other deposits imposed Liens securing such obligations as may be approved by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except Lender from time to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationstime.
Appears in 1 contract
Negative Pledge. The Subject to Section 7.1, the Borrower will not, and will not permit the Parent or any Restricted Subsidiary of the Subsidiaries of the Parent to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired acquired, except: Permitted Liens; purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the benefit purpose of financing the Secured Parties with respect to the Secured Obligations acquisition, construction or under the Loan Documentsimprovement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided provided, that the foregoing shall not apply to restrictions and conditions imposed by:
(a) (i) Requirements of Lawsuch Lien secures Indebtedness permitted by Section 7.1(c), (ii) any Loan Documentsuch Lien attaches to such asset concurrently or within ninety (90) days after the acquisition, improvement or completion of the construction thereof; (iii) [reserved], such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses Lien (i) through existing on any asset of any Person (viincluding the Target and any Permitted Acquisition Target) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time such Person becomes a Subsidiary of issuance and the Parent; (Bii) referred to clause (v) above, such restrictions shall not expand the scope in existing on any material respect asset of any Person (including a Permitted Acquisition Target) at the time such restriction Person is merged with or condition contained into the Parent or any Subsidiary of the Parent; or (iii) existing on any asset prior to the acquisition thereof by the Parent or any Subsidiary of the Parent; provided, that any such Lien does not secure Indebtedness in excess of that permitted under Section 7.1(f) and was not created in the Indebtedness being refinanced;
(b) customary restrictions contemplation of any of the foregoing and conditions existing any such Lien secures only those obligations which it secures on the Effective Date date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition and any extension, renewal, amendment, modification renewal or replacement thereofof such obligations otherwise permitted hereunder; Liens incurred in connection with any sale/leaseback transaction permitted under Section 7.9; Liens securing Indebtedness of the Parent or its Subsidiaries permitted under Section 7.1(j) not exceeding $5,000,000 in the aggregate; and extensions, except renewals, or replacements of any Lien referred to in paragraphs (a) through (e) of this Section 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsoriginally encumbered thereby.
Appears in 1 contract
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byor, except:
(a) (i) Requirements Liens securing the Obligations, provided, however, that no Liens may secure Hedging Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations and subject to the priority of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt payments set forth in Section 2.22 or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case Section 8.2 of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedthis Agreement;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Encumbrances;
(c) restrictions and conditions contained in agreements relating to any Liens on any property or asset of the sale of a Subsidiary Borrower or any assets pending such saleSubsidiary existing on the Closing Date set forth on Schedule 7.2; provided provided, that such restrictions and conditions Lien shall not apply only to any other property or asset of the Subsidiary Borrower or assets that is or are to be sold and such sale is permitted hereunderany Subsidiary;
(d) customary provisions purchase money Liens upon or in leasesany fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, service agreementsconstruction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, licensesthat (i) such Lien secures Indebtedness permitted by Section 7.1(c), sublicenses(ii) such Lien attaches to such asset concurrently or within 180 days after the acquisition, covenants improvement or completion of the construction thereof; (iii) such Lien does not extend to s▇▇ any other asset; and other contracts restricting (iv) the assignment thereofprincipal amount of the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;
(e) restrictions imposed Liens on property or Capital Stock of any Person that becomes a Subsidiary after the Second Amendment Effective Date in accordance with the terms of this Agreement; provided that such Liens (i) exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary, (ii) do not extend to any property owned by any agreement relating the Borrower or its other Subsidiaries and (iii) the aggregate principal amount of Indebtedness does not exceed the amount permitted pursuant to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such IndebtednessSection 7.1(f);
(f) Liens on property at the time the Borrower or any restrictions of its Subsidiaries acquires the property (including by way of merger with or conditions set forth in into the Borrower or any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or conditionSubsidiary); provided that such agreement was Liens (i) exist at the time of such acquisition and are not entered into created in contemplation of or in connection with such Person becoming a Restricted Subsidiary acquisition, and the restriction or condition set forth in such agreement does (ii) do not apply extend to any other property owned by the Borrower or any other Restricted Subsidiaryits Subsidiaries;
(g) restrictions extensions, renewals, or conditions replacements of any Lien referred to in any paragraphs (a) through (f) of this Section 7.2; provided, that the principal amount of the Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that secured thereby is not a Loan Party increased and that any such extension, renewal or replacement is limited to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;assets originally encumbered thereby; and
(h) restrictions on cash Liens securing Indebtedness (or Permitted Investmentsother than for borrowed money) or other deposits imposed by agreements entered into in an aggregate principal amount outstanding at any time that does not exceed $5,000,000 and such Liens do not encumber the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope Capital Stock of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsSubsidiary.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Strategic Education, Inc.)
Negative Pledge. The Borrower will notCreate, and will not permit any Restricted Subsidiary toto exist, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist the creation of, any Lien upon Lien, on any of their respective its properties or revenuesassets (real or personal, whether now owned tangible or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byintangible), except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided Liens existing on the Closing Date that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedlisted on Annex I hereto;
(b) customary restrictions and conditions existing on the Effective Date and any extensionLiens for taxes, renewal, amendment, modification assessments or replacement thereof, except governmental charges or levies to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionnot required to be paid by Section 7.02 hereof;
(c) restrictions Liens imposed by law, such as materialmen's, mechanics', carriers, workmen's, and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ repairmen's Liens and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into similar Liens arising in the ordinary course of business securing obligations which are not overdue for a period of more than thirty (or other restrictions on cash or deposits constituting Permitted Encumbrances)30) days;
(id) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification pledges or replacement thereof, except deposits to secure obligations under workmen's compensation laws or similar legislation or to secure public or statutory obligations of the Borrower;
(e) certain de minimus Liens with respect to the extent assets and properties acquired in acquisitions permitted pursuant to Section 8.03 hereof which were existing upon such assets or properties prior to the relevant permitted acquisitions;
(f) Liens in favor of any Person (whether or not the seller of such amendment, modification assets) upon property or replacement expands assets of the scope Borrower or any of its Subsidiaries incurred solely for the purpose of financing the acquisition of any such restriction assets, provided, no such Lien shall extend to or condition;
over any property or asset other than the property being acquired and provided, further that (ji) customary provisions in joint venture agreements the aggregate principal amount of the Indebtedness at any one time outstanding secured by such Liens shall not exceed $2,000,000.00 and other similar agreements applicable to joint ventures permitted (ii) the incurrence of any such Indebtedness shall not otherwise be prohibited by Section 6.02 and applicable solely to such joint venturethe terms of this Agreement; and
(kg) customary net worth provisions contained the replacement, extension or renewal of any Lien permitted by clauses (a) through (f) above upon or in real the same property leases entered into by Subsidiariestheretofore subject thereto or the replacement, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability extension or renewal (without increase of principal amount) of the Borrower and its Subsidiaries to meet their ongoing obligationsIndebtedness secured thereby.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Hooper Holmes Inc)
Negative Pledge. The Borrower will not, and will not permit Neither any Loan Party nor any Restricted Subsidiary to, will enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist exist, or permit any of its Restricted Subsidiaries to enter into or suffer to exist, any agreement prohibiting, restricting or conditioning the creation, maintenance, reapplication or assumption of any Lien upon any of their respective properties or revenueson the Collateral securing the Obligations pursuant to the Collateral Documents, whether now owned or hereafter acquired for the benefit except (i) agreements in favor of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:
(a) (i) Requirements of LawParties, (ii) any Loan Documentagreements governing Indebtedness or other arrangements secured by ▇▇▇▇▇ permitted under Section 5.02(a)) so long as such restrictions extend only to (x) the property acquired with or subject to such Indebtedness or (y) the property subject to such other arrangements, as the case may be, (iii) [reserved]agreements in existence on the Closing Date and set forth on Schedule 5.02(k) including any renewals, extensions or replacements of such agreements on terms not materially less favorable to the interests of AMERICAS/2024254939.6 142 Sealed Air – 4th A&R Syndicated Facility Agt the Lenders than those in effect on the date of this Agreement, (iv) any documentation governing Incremental Equivalent Debtpurchase money obligations for property acquired in the ordinary course of business, (v) pursuant to any documentation governing Permitted Unsecured Refinancing Debtrequirement of law or any applicable rule, Permitted First Priority Refinancing Debt regulation or Permitted Second Priority Refinancing Debtorder, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v)agreement or other instrument of a Person acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary, 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents orPerson, in the each case of Junior Financing, are market terms that is in existence at the time of issuance and such transaction (B) referred but not created in contemplation thereof), which encumbrance or restriction is not applicable to clause (v) aboveany Person, such restrictions shall not expand or the scope in any material respect properties or assets of any such restriction Person, other than the Person and its Subsidiaries, or condition contained in the Indebtedness being refinanced;
property or assets of the Person and its Subsidiaries, so acquired or designated, (bvii) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or any assets pending such sale; provided that such restrictions and conditions apply only to disposition of all or substantially all of the Subsidiary capital stock or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
, (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(hviii) restrictions on cash (or Permitted Investments) or other deposits or net worth imposed by agreements customers under contracts entered into in the ordinary course of business business, (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(jix) customary provisions in joint venture agreements or arrangements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable or arrangements relating solely to such joint venture; and
, (kx) customary net worth provisions contained in real property leases leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into by Subsidiariesin the ordinary course of business, (xi) restrictions created in connection with any Permitted Receivables Financing that, in the good faith determination of the Company, are necessary or advisable to effect such Permitted Receivables Financing, (xii) agreements relating to Liquidity Structures to which the Agent, any Co-Documentation Agent, any Co-Syndication Agent or any of its Affiliates is a party and (xiii) so long as no Optional Release Date has occurred, and so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability terms and scope of the Borrower restrictions or conditions therein with respect to the assumption of any Lien (x) are reasonably related to the purpose of such agreement and its Subsidiaries to meet their ongoing obligations(y) would not restrict or condition the Liens of the Secured Parties on any material portion of the Collateral, any other agreements expressly permitted under the terms of the Loan Documents.
Appears in 1 contract
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenueson its Property, whether now owned or hereafter acquired for by it, except: (a) Permitted Liens; -29- (b) Liens in existence on the benefit date hereof, and any renewal or extension of any such Lien which is limited to the original Property covered thereby and which secures exclusively any renewal or extension of the Secured Parties with respect original secured financing; (c) Liens upon any Property acquired after the date hereof to secure the purchase price of such Property, and any renewal or extension of any such Lien which is limited to the Secured Obligations original Property covered thereby and which secures exclusively any renewal or under extension of the Loan Documentsoriginal secured financing; (d) any Lien existing on any Property acquired after the date hereof at the time of its acquisition by the Borrower (and not created in anticipation of such acquisition), if permitted by applicable Requirement of Law, provided that the foregoing such Lien shall not apply to restrictions and conditions imposed by:
any other Property of the Borrower; (a) (i) Requirements of Law, (iie) any Loan DocumentLien on Property owned by Persons other than the Borrower and acquired (or deemed to be acquired) under a financial lease in respect of which the Borrower is the lessee, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant claims arising from the use or loss of or damage to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) aboveProperty; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions Lien secures only rentals and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any other amounts payable under such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold lease and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants Property was not owned by the Borrower at any time prior to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating becoming subject to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
lease; (f) any restrictions Lien or conditions set forth in right of setoff arising pursuant to any standard form account agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition)for deposits and similar accounts with banks and financial institutions; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions Liens arising in connection with Permitted Securitizations covering Property of the Borrower having an aggregate fair market value not exceeding an amount equal to 2% of the total assets of the Borrower (determined in accordance with GAAP as of the last day of the fiscal quarter of the Borrower ending on or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party immediately prior to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time date of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
determination); (h) restrictions any Lien on cash Property of the Borrower arising in connection with treasury operations (or Permitted Investmentsoperaciones de tesorería) or other deposits imposed by agreements Hedge Agreements, in each case entered into by the Borrower in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
business; and (i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted Liens created by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability operation of the Borrower risk prevention and its Subsidiaries mitigation rules required by the local clearing and settlement processes of Small Value Payment Systems (“Sistemas de Pago de Bajo Valor”), as approved by the Superintendencia Financiera pursuant to meet their ongoing obligationsDecree 1400 of 2005, as replaced or amended from time to time.
Appears in 1 contract
Sources: Senior Bridge Loan Agreement
Negative Pledge. The Borrower will shall not, and will shall not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired for the benefit of the Secured Parties with respect by it (or any income therefrom or any right to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byreceive income therefrom), except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred Liens created pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedCollateral Documents;
(b) customary restrictions and conditions any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the Effective Date and set forth in Schedule 7.02; provided that (i) such Lien shall not apply to any extension, renewal, amendment, modification other property or replacement thereof, except to asset of the extent Borrower or any Restricted Subsidiary and (ii) such amendment, modification or replacement expands Lien shall secure only those obligations which it secures on the scope of any such restriction or conditionEffective Date;
(c) restrictions and conditions contained in agreements relating any Lien existing on any asset prior to the sale of acquisition thereof by the Borrower or a Subsidiary or any assets pending such saleRestricted Subsidiary; provided that such restrictions Lien was not created in contemplation of such event and conditions apply only does not extend to any other property of the Subsidiary Borrower or assets that is or are to be sold and such sale is permitted hereunderany Restricted Subsidiary;
(d) customary provisions any Lien existing on any asset of any Person at the time such Person becomes a Restricted Subsidiary or merges into the Borrower or any of its Restricted Subsidiaries in leases, service agreements, licenses, sublicenses, covenants connection with an Acquisition; provided that such Lien was not created in contemplation of such event and does not extend to s▇▇ and any other contracts restricting property of the assignment thereofBorrower or any Restricted Subsidiary;
(e) restrictions imposed by any agreement relating Liens upon the assets of the Borrower and its Restricted Subsidiaries subject to secured Indebtedness permitted by this Agreement Capital Lease Obligations to the extent incurred or assumed after the Effective Date in reliance on Section 7.01(a)(iii); provided that (i) such restriction applies Liens only serve to secure the payment of Indebtedness arising under such Capital Lease Obligation, (ii) the Lien encumbering the asset giving rise to the property securing such IndebtednessCapital Lease Obligation does not encumber any other asset of the Borrower or any Restricted Subsidiary and (iii) the aggregate outstanding principal amount of all Indebtedness secured pursuant to this clause (e) and clause (f) after the Effective Date shall not exceed $50,000,000;
(f) any restrictions Lien on any asset securing Indebtedness incurred or conditions set forth in assumed for the purpose of financing all or any agreement in effect at any time any Person becomes part of the cost of acquiring or constructing such asset; provided that (i) such Lien attaches to such asset concurrently with or within 180 days after the acquisition or completion of construction thereof and attaches to no asset other than such asset so financed and (ii) the aggregate outstanding principal amount of all Indebtedness secured pursuant to clause (e) and this clause (f) after the Effective Date shall not exceed $50,000,000;
(g) Liens securing Indebtedness of the Borrower or a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(gh) restrictions or conditions any Lien arising out of the refinancing (as defined in Section 7.01(a)(vi)) of any Indebtedness secured by any Lien permitted pursuant to Section 6.01 by this Section, provided that is incurred or assumed by a Restricted Subsidiary that the principal amount of such Indebtedness is not a Loan Party to the extent increased and such restrictions or conditions are no more restrictive in refinanced Indebtedness is not secured by any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances)additional assets;
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Encumbrances;
(j) customary provisions Liens on deposit account balances and Temporary Cash Investments in joint venture agreements and an amount not exceeding $2,000,000 securing Interest Rate Agreements (other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venturethan Designated Interest Rate Agreements); and
(k) customary net worth provisions contained other Liens securing Indebtedness or other obligations in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could an aggregate amount not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsexceeding $1,000,000 at any time outstanding.
Appears in 1 contract
Negative Pledge. The Borrower Holdings will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for (other than any shares of stock of Holdings that are repurchased by the benefit of the Secured Parties with respect to the Secured Obligations Sponsor and retired or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byheld by Holdings) or, except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedEncumbrances;
(b) customary restrictions and conditions any Liens on any property or asset of the Sponsor or any Restricted Subsidiary existing on the Effective Date and set forth on Schedule 8.2; provided, that such Lien shall not apply to any extension, renewal, amendment, modification other property or replacement thereof, except to asset of the extent Sponsor or any such amendment, modification or replacement expands the scope of any such restriction or conditionRestricted Subsidiary;
(c) restrictions purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 8.1(c), (ii) such Lien attaches to such asset concurrently or within ninety (90) days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and conditions contained (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets together with all interest, fees and costs incurred in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderconnection therewith;
(d) customary provisions any Lien (i) existing on any asset of any Person at the time such Person becomes a Restricted Subsidiary of the Sponsor, (ii) existing on any asset of any Person at the time such Person is merged with or into the Sponsor or any Restricted Subsidiary of the Sponsor or (iii) existing on any asset prior to the acquisition thereof by the Sponsor or any Restricted Subsidiary of the Sponsor; provided, that any such Lien was not created in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ the contemplation of any of the foregoing and other contracts restricting any such Lien secures only those obligations which it secures on the assignment thereofdate that such Person becomes a Restricted Subsidiary or the date of such merger or the date of such acquisition;
(e) restrictions imposed by extensions, renewals, or replacements of any agreement relating Lien referred to in Sections 8.2(a) through 8.2(d); provided, that the principal amount of the Indebtedness secured Indebtedness permitted by this Agreement thereby is not increased and that any such extension, renewal or replacement is limited to the extent such restriction applies only to the property securing such Indebtedness;assets originally encumbered thereby; and
(f) any restrictions or conditions set forth (i) Liens securing the Obligations (as defined in any agreement in effect at any time any Person becomes a Restricted Subsidiary the Credit Agreement) of the Sponsor under the Credit Agreement and (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiaryii) Liens securing Guaranteed Obligations;
(g) restrictions or conditions in Liens on shares of stock of any Indebtedness permitted pursuant to Section 6.01 Foreign Subsidiary that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions that the Guaranteed Obligations are secured pari passu with any other Indebtedness or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiariesobligations secured thereby;
(h) restrictions on cash Liens securing Indebtedness permitted by Section 8.1(k);
(or Permitted Investmentsi) or other deposits imposed by agreements entered into Liens securing obligations incurred in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(ithan Indebtedness) restrictions set forth on Schedule 6.07 and in an aggregate principal amount not to exceed at any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;time $5,000,000; and
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures Liens securing Indebtedness permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations8.1(n).
Appears in 1 contract
Negative Pledge. The Borrower will shall not, and will shall not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired for the benefit of the Secured Parties with respect by it (or any income therefrom or any right to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byreceive income therefrom), except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred Liens created pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedCollateral Documents;
(b) customary restrictions and conditions any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the Effective Closing Date and set forth in Schedule 7.02; provided that (i) such Lien shall not apply to any extension, renewal, amendment, modification other property or replacement thereof, except to asset of the extent Borrower or any Restricted Subsidiary and (ii) such amendment, modification or replacement expands Lien shall secure only those obligations which it secures on the scope of any such restriction or conditionClosing Date;
(c) restrictions and conditions contained in agreements relating any Lien existing on any asset prior to the sale of acquisition thereof by the Borrower or a Subsidiary or any assets pending such saleRestricted Subsidiary; provided that such restrictions Lien was not created in contemplation of such event and conditions apply only does not extend to any other property of the Subsidiary Borrower or assets that is or are to be sold and such sale is permitted hereunderany Restricted Subsidiary;
(d) customary provisions any Lien existing on any asset of any Person at the time such Person becomes a Restricted Subsidiary or merges into the Borrower or any of its Restricted Subsidiaries in leases, service agreements, licenses, sublicenses, covenants connection with an Acquisition; provided that such Lien was not created in contemplation of such event and does not extend to s▇▇ and any other contracts restricting property of the assignment thereofBorrower or any Restricted Subsidiary;
(e) restrictions imposed by any agreement relating Liens upon the assets of the Borrower and its Restricted Subsidiaries subject to secured Indebtedness permitted by this Agreement Capital Lease Obligations to the extent incurred or assumed after the Closing Date in reliance on Section 7.01(a)(iii); provided that (i) such restriction applies Liens only serve to secure the payment of Indebtedness arising under such Capital Lease Obligation, (ii) the Lien encumbering the asset giving rise to the property securing such IndebtednessCapital Lease Obligation does not encumber any other asset of the Borrower or any Restricted Subsidiary and (iii) the aggregate outstanding principal amount of all Indebtedness secured pursuant to this clause (e) and clause (f) after the Closing Date shall not exceed the greater of $75,000,000 and 1.75% of Consolidated Total Assets determined as of the date of the most recent creation of a Lien in reliance on this clause (e);
(f) any restrictions Lien on any asset securing Indebtedness incurred or conditions set forth assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset; provided that (i) such Lien attaches to such asset concurrently with or within 180 days after the acquisition or completion of construction thereof and attaches to no asset other than such asset so financed and (ii) the aggregate outstanding principal amount of all Indebtedness secured pursuant to clause (e) and this clause (f) after the Closing Date shall not exceed the greater of $75,000,000 and 1.75% of Consolidated Total Assets determined as of the date of the most recent creation of a Lien in any agreement in effect at any time any Person becomes reliance on this clause (f);
(g) Liens securing Indebtedness of the Borrower or a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 ; provided that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party such Liens, if they are on Collateral, are subordinated to the extent such restrictions or conditions are no more restrictive in any material respect than Liens securing the restrictions and conditions in Obligations on terms satisfactory to the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its SubsidiariesAdministrative Agent;
(h) restrictions on cash (or any Lien arising out of any Permitted Investments) or other deposits imposed Refinancing; provided that the principal amount of such Indebtedness is not increased and such refinanced Indebtedness is not secured by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances)any additional assets;
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Encumbrances;
(j) customary provisions other Liens securing Indebtedness or other obligations in joint venture agreements an aggregate amount not exceeding $25,000,000 at any time outstanding (none of which shall be; provided that any Indebtedness or other obligations secured by such other Liens on the Collateral) shall not exceed $5,000,000 at any time outstanding;
(k) so long as the same is subject to the ABL Intercreditor Agreement in the capacity of ABL Obligations, Liens on Collateral securing Indebtedness incurred pursuant to Section 7.01(a)(xiv) and any other similar agreements “Secured Obligations” as defined in the ABL Facility;
(l) Liens securing any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt;
(m) so long as the Borrower’s Senior Secured Leverage Ratio shall be equal to or less than 2.50:1.00 on a Pro Forma Basis (including the incurrence of any Indebtedness under Section 7.01(a)(xvii) then being incurred))
(i) Liens placed upon the Equity Interests of any Restricted Subsidiary to secure Indebtedness incurred pursuant to Section 7.01(a)(xvii) in connection with the acquisition of such Restricted Subsidiary and (ii) Liens placed upon the assets of such Restricted Subsidiary or any of its Subsidiaries to secure Indebtedness (or to secure a Guarantee of such Indebtedness), in either case incurred pursuant to Section 7.01(a)(xvii) in connection with the acquisition of such Restricted Subsidiary; provided that a Senior Representative of the Indebtedness being secured by such Lien shall have become a party to the applicable Intercreditor Agreement;
(n) the modification, replacement, extension or renewal of any Lien permitted by (b), (d), (e), (f) and (m) of this Section 7.02 upon or in the same assets theretofore subject to joint ventures such Lien (other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.01 and proceeds and products thereof) or the Permitted Refinancing thereof or other obligations secured thereby as and to the extent permitted by Section 6.02 and applicable solely to such joint venture7.01; and
(ko) customary net worth provisions contained in real property leases entered into Liens deemed to exist by Subsidiaries, so long as reason of (x) any encumbrance or restriction (including put and call arrangements) with respect to the Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement (including any Minority-Owned Affiliates) or (y) any encumbrance or restriction imposed under any contract for the sale by the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability or any of its Subsidiaries of the Borrower and its Subsidiaries Equity Interests of any Subsidiary, or any business unit or division of the business or any Subsidiary permitted under this Agreement; provided that in each case such Liens shall extend only to meet their ongoing obligationsthe relevant Equity Interests.
Appears in 1 contract
Sources: Second Amendment and Restatement Agreement (Kindred Healthcare, Inc)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reservedthe DK Note Documents[reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause clauses (v) and (vii) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ sue and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.
Appears in 1 contract
Negative Pledge. The Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, or Intermediate Parent to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to to: (a) restrictions and conditions imposed by:
(a) by (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved]the documentation relating to the Second Lien Facility, (iv) any documentation related to any Permitted Receivables Financing, (v) any documentation governing Incremental Equivalent Debt, (vvi) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vivii) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxviiSection 6.01(a)(xxiv) and (viiviii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vivii) above; provided that with respect to Indebtedness referenced in (A) referred to in clauses (ivv) and (vvii) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (vvi) or clause (viii) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
Refinanced; (b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
; (d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ licenses and other contracts restricting the assignment thereof;
; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing by such Indebtedness;
; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.Person
Appears in 1 contract
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byor, except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedEncumbrances;
(b) customary restrictions and conditions any Liens on any property or assets of the Borrower or any Subsidiary existing on the Effective Closing Date and set forth on Schedule 8.1; provided that such Lien shall not apply to any extension, renewal, amendment, modification other property or replacement thereof, except to asset of the extent Borrower or any such amendment, modification or replacement expands the scope of any such restriction or conditionSubsidiary;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such saleLiens securing Indebtedness permitted under Section 8.12(d); provided that (i) such restrictions Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost of the property being acquired on the date of acquisition and conditions apply only (iii) such Liens attach to such property concurrently with or within ninety days after the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderacquisition thereof;
(d) customary provisions Liens securing Indebtedness permitted by Section 8.12(e) assumed by the Borrower or any Subsidiary in leases, service agreements, licenses, sublicenses, covenants not connection with a Permitted Acquisition; provided that such Lien shall only apply to s▇▇ and other contracts restricting the assignment thereof;such property acquired pursuant to such Permitted Acquisition.
(e) restrictions imposed by extensions, renewals, or replacements of any agreement relating Lien referred to in paragraphs (a) and (b) of this Section; provided, however, that the principal amount of the Indebtedness secured Indebtedness permitted by this Agreement thereby is not increased and that any such extension, renewal or replacement is limited to the extent such restriction applies only to the property securing such Indebtednessassets originally encumbered thereby;
(f) any restrictions or conditions set forth Liens on Cash Collateral in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding favor of the scope of any such restriction or condition)Administrative Agent as contemplated by the terms hereof; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;and
(g) restrictions or conditions Liens in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability favor of the Borrower and its Subsidiaries Administrative Agent to meet their ongoing obligationssecure the Obligations.
Appears in 1 contract
Negative Pledge. The Borrower Neither the Tenant nor any Subsidiary will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byby it, except:
(a) (i) Requirements Liens existing on the date of Law, this Lease securing Debt outstanding on the Effective Date in an aggregate principal amount not exceeding $43,000,000;
(ii) any Loan Document, Lien in favor of the Collateral Agent pursuant to the Collateral Documents;
(iii) [reserved]any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof;
(iv) Liens securing Debt owing by any documentation governing Incremental Equivalent Debt, Guarantor to the Tenant;
(v) any documentation governing Permitted Unsecured Refinancing DebtLien arising out of the refinancing, Permitted First Priority Refinancing extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses (i) or Permitted Second Priority Refinancing Debt(iii) of this Section, provided that (A) such Debt is not secured by any additional assets, and (B) the amount of such Debt secured by any such Lien is not increased;
(vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and Lien on Margin Stock;
(vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) aboveLiens for taxes, such restrictions shall be no more restrictive in any material respect than assessments or governmental charges or levies either not yet due or the restrictions and conditions in the Loan Documents or, in the case payment of Junior Financing, are market terms which is not at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedrequired by Section 2.1(dd);
(bviii) customary restrictions and conditions existing on the Effective Date and any extensionLiens of landlords, renewalcarriers, amendmentwarehousemen, modification or replacement thereofmechanics, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ materialmen and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is similar Persons incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (for sums either not yet due or other restrictions on cash or deposits constituting Permitted Encumbrancesthe payment of which is not at the time required by Section 2.1(dd);
(iix) restrictions set forth Liens (other than any Lien created or imposed under ERISA and Liens on Schedule 6.07 the Collateral) incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive in any extension, renewal, amendment, modification case of obligations incurred in connection with the borrowing of money or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope obtaining of any such restriction or conditionadvances of credit);
(jx) customary provisions any attachment or judgment Lien arising in joint venture agreements connection with court proceedings, provided that (i) the execution or other enforcement of such Lien is effectively stayed and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined claims secured thereby are being actively contested in good faith that and by appropriate proceedings diligently conducted, and (ii) such net worth provisions could reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor and neither the Tenant's nor any such Subsidiary's title to or right to use any of its property is impaired in any material respect by reason of such contest;
(xi) easements, licenses, rights-of-way and other rights and privileges in the nature of easements and similar Liens incidental to the ownership of property and not reasonably be expected to impair incurred in connection with the ability borrowing of money or the obtaining of advances of credit, and which do not, individually or in the aggregate, interfere with the ordinary conduct of the Borrower business of the Tenant or any Subsidiary or materially detract from the value of the properties subject to any such Liens;
(xii) Liens on fixed assets (1) of any Person at the time such Person becomes a Subsidiary and its Subsidiaries not created in contemplation of such event, (2) of any Person existing at the time such Person is merged or consolidated with or into the Tenant or a Subsidiary and not created in contemplation of such event and (3) existing prior to meet their ongoing obligations.the acquisition of such fixed assets by the Tenant or a Subsidiary and not created in contemplation of such acquisition, provided that the aggregate principal amount outstanding of Debt secured by Liens permitted under this clause (xii) may not exceed at any time 5% of Consolidated Total Capitalization;
(xiii) Liens on assets other than the Collateral not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed 5% of Consolidated Total Capitalization; and
Appears in 1 contract
Sources: Master Lease (Carmike Cinemas Inc)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired acquired, for the benefit of the applicable Secured Parties with respect to the applicable Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byto:
(a) restrictions and conditions imposed by (i) Requirements of Law, (ii) any Loan Document, (iii) the ABL Credit Documents, (iv) the Senior Secured Convertible Notes Documents, (v) [reserved], (ivvi) any documentation governing Incremental Equivalent Debt[reserved], (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vivii) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxviiSection 6.01(a)(xvi) and (viiviii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vivii) above; provided that with respect to Indebtedness referenced in (A) referred to in clauses clause (iv) and (vvii) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (vvi) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale Disposition of a Subsidiary or any assets pending such saleDisposition; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold subject of such Disposition and such sale Disposition is permitted hereunder;
(d) customary provisions in leases, service agreementssubleases, licenses, sublicenses, covenants not to s▇▇ cross-licenses or sublicenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing by such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;; 110
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary Subsidiaries that is are not a Loan Party Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in partnership agreements, limited liability company organizational governance documents, sale leaseback agreements, joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; andagreements, in each case, entered into in the ordinary course of business;
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations; and
(l) restrictions arising in any Swap Agreement and/or any agreement relating to any Cash Management Obligation.
Appears in 1 contract
Sources: Amendment Agreement and Joinder to Foreign Guarantee Agreement (Invacare Corp)
Negative Pledge. The Borrower will not, and will not cause or permit any Restricted Subsidiary of the Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer permit to exist any Lien upon on any property or assets (including Capital Stock or other securities of their respective properties any Subsidiary or revenues, whether other person) now owned or hereafter acquired for the benefit by it or on any income or revenues or rights in respect of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byany thereof, except:
(a) Liens existing on the Effective Date and that are set forth in Schedule 6.02, provided that such Liens secure only those obligations which they secure on the Effective Date;
(b) Liens in favor of the Administrative Agent on behalf of the Secured Parties created by the Collateral Documents;
(c) Liens for taxes not yet due or which are being contested in compliance with Section 5.03;
(d) carriers', warehousemen's, mechanic's, materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due or which are being contested in compliance with Section 5.03;
(e) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) zoning restrictions, easements, rights-of-way and restrictions on use of real property existing as of the Effective Date or incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of the Subsidiaries;
(h) unperfected Liens arising by operation of law under Article 2 of the Uniform Commercial Code in favor of unpaid sellers or prepaying buyers of goods relating to amounts that are not past due in accordance with their respective terms of sale;
(i) Requirements of Lawpurchase money security interests in real property, improvements thereto or equipment hereafter acquired (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financingimprovements, constructed) by the Borrower or any Subsidiary; PROVIDED, THAT (i) such security interests secure Indebtedness permitted by Section 6.01(g), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or completion of construction), (iii) the Indebtedness secured thereby does not exceed 100% of the lesser of the cost or the fair market terms value of such real property, improvements or equipment at the time of issuance such acquisition (or completion of construction) and (Biv) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does security interests do not apply to any other property or assets of the Borrower or any other Restricted Subsidiary;
(gj) restrictions leases or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions subleases which are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of the business (and which do not interfere in any material respect with the ordinary conduct of the business of the Borrower or other restrictions on cash or deposits constituting Permitted Encumbrances)its Subsidiaries;
(k) Liens existing on any asset (other than Capital Stock) acquired in a Permitted Acquisition or on the assets (other than Capital Stock) of any person acquired in a Permitted Acquisition; PROVIDED, THAT, (i) restrictions set forth on Schedule 6.07 the Indebtedness secured by any such Lien is permitted under Section 6.01(j), (ii) any such Lien is created at the time of completion of the Permitted Acquisition, (iii) the Indebtedness secured thereby does not exceed 100% of the lesser of the cost or the fair market value of the asset acquired at the time of the Permitted Acquisition and any extension, renewal, amendment, modification or replacement thereof, except (iv) such Liens are confined solely to the extent asset acquired (or assets of the person acquired) and do not apply to any such amendment, modification other asset of the Borrower or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint ventureSubsidiary; and
(kl) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability Liens on assets (other than Capital Stock) of the Borrower and its Foreign Subsidiaries to meet their ongoing obligationssecuring Indebtedness or guarantees permitted under Section 6.01(d).
Appears in 1 contract
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation relating to any Permitted Receivables Financing, (v) any documentation governing Incremental Equivalent Debt, (vvi) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Debt, Permitted Second Priority Refinancing Debt, the 2022 Subordinated Note Indenture, the 2023 Senior Secured Note Indenture, the 2024 Senior Unsecured Convertible Notes, the 2025 Subordinated Note Indenture, the 2024/2026 Subordinated Note Indenture, the 2027 Senior Subordinated Note Indenture or Indebtedness arising under any other Indenture, (vivii) any documentation governing Indebtedness pursuant to the Odeon Credit Agreement, (viii) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or Section 6.01(a)(xxvii) and (viiix) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vivii) above; provided that with respect to Indebtedness referenced in (A) referred to in clauses (ivv) and (vvii) above, such restrictions shall be no materially more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (vvi) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing by such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary Subsidiaries that is are not a Loan Party Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint ventureventure and entered into in the ordinary course of business; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.
Appears in 1 contract
Sources: Credit Agreement (Amc Entertainment Holdings, Inc.)
Negative Pledge. The Borrower So long as any of the Notes remain outstanding, the Issuer will not, and the Issuer will not permit procure that none of its Subsidiaries will, create or have outstanding any mortgage, charge, lien, pledge or other security interest, including the entry into of any Sale and Lease Back Transaction (each a “Security Interest”), other than a Permitted Security Interest, upon, or with respect to, any Principal Property or shares or equity stock of any Restricted Subsidiary toto secure any Relevant Indebtedness, enter into any agreementunless the Issuer, instrument, deed or lease that prohibits or limits in the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired for the benefit case of the Secured Parties with respect creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byensure that:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) all amounts payable by it under the Notes are secured by the Security Interest equally and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) aboverateably with the Relevant Indebtedness; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on such other Security Interest or other arrangement (whether or not it includes the Effective Date giving of a Security Interest) is provided as is approved by an Extraordinary Resolution, except that the Issuer and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect its Subsidiaries may at any time create a Security Interest upon, or with respect to, any Person becomes a Principal Property or shares or equity stock of any Restricted Subsidiary (but not to secure Relevant Indebtedness or enter into a Sale and Lease Back Transaction with respect to any modification or amendment expanding Principal Property without so securing amounts payable by the scope of any such restriction or condition); provided Issuer under the Notes if at that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and time the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);sum of:
(i) restrictions set forth on Schedule 6.07 and any extensionthe total amount of outstanding Relevant Indebtedness secured by Security Interests upon, renewalor with respect to, amendment, modification all Principal Properties or replacement thereof, except to the extent any such amendment, modification shares or replacement expands the scope equity stock of Restricted Subsidiaries without taking account of any such restriction or condition;
(j) customary provisions in joint venture agreements Sale and other similar agreements applicable to joint ventures permitted Leaseback Transactions and excluding any Relevant Indebtedness secured by Section 6.02 and applicable solely to such joint venturePermitted Security Interests; and
(kii) customary net worth provisions contained in real property leases the Attributable Value of all Sale and Leaseback Transactions entered into by Subsidiariesafter the Issue Date and not otherwise permitted under these Conditions, so long as does not exceed an amount equal to the Borrower has determined greater of US$200,000,000 (or its equivalent in good faith that such net worth provisions could not reasonably be expected to impair the ability any other currency or currencies) or 10 per cent. of the Borrower and its Subsidiaries to meet their ongoing obligationsConsolidated Net Tangible Assets of the Issuer.
Appears in 1 contract
Sources: Fiscal Agency Agreement
Negative Pledge. The Borrower will not, and nor will not the Borrower permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:
(a) by it, except: (i) Requirements those Liens, if any, described on Schedule 5.6, concerning existing debt of Lawthe Borrower, to be set forth and described more particularly therein, together with any Lien arising out of the refinancing, extension, renewal or refunding of any debt secured by any such Lien, provided that such debt is not secured by any additional assets, and the amount of such debt secured by any such Lien is not increased; (ii) any Loan DocumentLiens incidental to the conduct of its business or the ownership of its Properties which (A) do not secure debt and (B) do not in the aggregate materially detract from the value of its Properties or materially impair the use thereof or the operation of its business, including, without limitation, easements, rights of way, restrictive covenants, zoning and other similar restrictions on real property; (iii) [reserved]materialmen's, mechanics', warehousemen's, carriers', landlords' and other similar statutory Liens which secure debt or other obligations that are not past due, or, if past due are being contested in good faith by the Borrower or the appropriate Subsidiary by appropriate proceedings; (iv) any documentation governing Incremental Equivalent Debt, Liens for taxes not delinquent or taxes being contested in good faith and by appropriate proceedings; (v) any documentation governing Permitted Unsecured Refinancing Debtpledges or deposits in connection with worker's compensation, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, unemployment insurance and other social security legislation; (vi) deposits to secure performance of bids, trade contracts, leases, statutory grants of security and rights of setoff in accounts, securities and other Properties held at banks or financial institutions to secure the payment or reimbursement under overdraft, letter of credit, acceptance and other credit facilities; (viii) rights of setoff, banker's liens and other similar rights arising solely by operation of law; (ix) Purchase Money Liens; (x) Liens on any documentation governing Indebtedness incurred pursuant Properties acquired by Borrower or any Subsidiary subsequent to Sections 6.01(a)(v)the Closing Date, 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided the extent that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, Liens are market terms existing at the time of issuance and acquisition, (B) referred the debt secured thereby is not secured by any other Properties of Borrower or such Subsidiary except the acquired Properties, (C) the amount of such debt so secured thereby is not increased at or subsequent to clause the acquisition and (vD) abovethe total amount of all such debt secured by all such acquired Properties does not exceed at any time, such restrictions shall not expand in aggregate amount, fifteen percent (15%) of Tangible Net Worth; together with any Lien arising out of the scope in any material respect refinancing, extension, renewal or refunding of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent debt secured by any such amendmentLien, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that debt is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed secured by any agreement relating to additional assets and the amount of such debt secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that Lien is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
increased; (hxi) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into capital leases made in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extensionbut excluding, renewalhowever, amendment, modification or replacement thereof, except Sale-Leaseback Transactions to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures not permitted by Section 6.02 and applicable solely 5.9) in which there is no provision for title to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the leased Property to pass to the Borrower has determined in good faith that or such net worth provisions could not reasonably be expected to impair Subsidiary at the ability expiration of the lease term or as to which no bargain purchase option exists; and (xii) rights of lessors in respect of Properties leased to the Borrower and or its Subsidiaries to meet their ongoing obligationsunder operating leases.
Appears in 1 contract
Sources: Credit Agreement (Avado Brands Inc)
Negative Pledge. The Borrower will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byor, except:
(a) (i) Requirements of Law, (ii) Liens created pursuant to any Loan DocumentDocument and other Liens securing the Obligations, (iii) [reserved]provided, (iv) any documentation governing Incremental Equivalent Debthowever, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant that no Liens may secure Hedging Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations and subject to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced the priority of payments set forth in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedSection 2.21;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Encumbrances;
(c) restrictions and conditions contained in agreements relating to any Liens on any property or asset of the sale of a Subsidiary Borrower or any assets pending such saleRestricted Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided provided, that such restrictions and conditions Lien shall not apply only to any other property or asset of the Subsidiary Borrower or assets that is or are to be sold and such sale is permitted hereunderany Restricted Subsidiary;
(d) customary provisions in leasesLiens securing Indebtedness permitted by Section 7.1(c); provided, service agreementsthat (i) such Lien attaches to the assets being acquired, licensesconstructed or improved concurrently or within 90 days after the acquisition, sublicensesimprovement or completion of the construction; (ii) such Lien does not extend to any other asset (except for additions and accessions to such assets and products and proceeds thereof); and (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, covenants not to s▇▇ and other contracts restricting the assignment thereofconstructing or improving such assets;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to Liens on the extent such restriction applies only to the property securing such IndebtednessExcluded Merchant Reserve and Settlement Accounts;
(f) any restrictions leases, licenses, subleases or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply sublicenses granted to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into others in the ordinary course of business which do not interfere in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole;
(g) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(h) Liens arising out of conditional sale, title retention, consignment or other restrictions on cash similar arrangements for sale of goods entered into by the Borrower or deposits constituting Permitted Encumbrances)any of the Restricted Subsidiaries in the ordinary course of business;
(i) restrictions set forth on Schedule 6.07 deposits of cash with the owner or lessor of premises leased and operated by the Borrower or any extension, renewal, amendment, modification of its Subsidiaries in the ordinary course of business to secure the performance of the Borrower’s or replacement thereof, except to such Subsidiary’s obligations under the extent any terms of the lease for such amendment, modification or replacement expands the scope of any such restriction or conditionpremises;
(j) customary provisions Liens that are contractual rights of setoff relating to the establishment of depository relations with banks or other deposit-taking financial institutions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venturethe ordinary course of business; and
(k) customary net worth provisions contained without duplication of, or aggregation with, any other Lien permitted under any other clause of this Section 7.2, other Liens (not covering Collateral) securing Indebtedness outstanding in real property an aggregate principal amount not to exceed $1,500,000 at any time outstanding determined as of the date of incurrence;
(l) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement in connection with any acquisition permitted hereunder, to be applied against the purchase price of such property;
(m) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases giving rise to Capitalized Lease Obligations) or licenses entered into by Subsidiaries, the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;
(n) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection and (ii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and that are within the general parameters customary in the banking industry;
(o) Liens on the assets of Restricted Subsidiaries securing intercompany Indebtedness incurred after the Closing Date owed to the Borrower or other Restricted Subsidiaries in an aggregate amount not to exceed $5,000,000; and
(p) Liens existing on the property of any Person at the time such Person becomes a Restricted Subsidiary pursuant to an acquisition permitted hereunder (other than by designation as a Restricted Subsidiary pursuant to the definition of the term “Unrestricted Subsidiary”) after the date hereof (other than Liens on the Capital Stock of any Person that becomes a Restricted Subsidiary which Capital Stock is directly owned by a Loan Party) so long as (i) such Lien does not extend to or cover any other assets or property (other than the Borrower has determined proceeds or products thereof and other than after-acquired property of such acquired Restricted Subsidiary), (ii) such Lien is not created in good faith connection with, or in contemplation or anticipation of, such permitted acquisition and (iii) the Indebtedness secured thereby is permitted under Section 7.1(o); and
(q) extensions, renewals, or replacements of any Lien referred to in this Section 7.2; provided, that such net worth provisions could not reasonably be expected to impair the ability principal amount of the Borrower Indebtedness secured thereby is not increased and its Subsidiaries that any such extension, renewal or replacement is limited to meet their ongoing obligationsthe assets originally encumbered thereby.
Appears in 1 contract
Sources: Credit Agreement and Security Agreement (EVO Payments, Inc.)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties assets or revenues, whether property now owned or hereafter acquired or, except:
(a) Liens created in favor of the Administrative Agent for the benefit of the Secured Parties with respect Lenders pursuant to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Encumbrances;
(c) restrictions and conditions contained a Lien securing a Hedging Agreement in agreements relating to the sale favor of a Subsidiary Person who was a Lender or any assets pending an Affiliate of a Lender as of the date of such sale; provided that such restrictions and conditions apply only Hedging Agreement, entered into in connection with interest rate risks with respect to this Agreement, which ranks pari passu with the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderSecurity Documents;
(d) customary provisions in leasesany Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, service agreements, licenses, sublicenses, covenants that such Lien shall not apply to s▇▇ and any other contracts restricting property or asset of the assignment thereofBorrower or any Subsidiary;
(e) restrictions imposed by purchase money Liens upon or in any agreement relating fixed or capital assets to secured secure the purchase price or the cost of such fixed or capital assets or to secure Indebtedness allowable under Section 7.1 incurred solely for the purpose of financing the acquisition of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by this Agreement Section 7.1(f), (ii) such Lien attaches to such asset concurrently or within 90 days after the extent acquisition thereof; (iii) such restriction applies only Lien does not extend to any other asset; and (iv) the property securing Indebtedness secured thereby does not exceed the cost of acquiring such Indebtednessfixed or capital assets;
(f) any restrictions or conditions set forth in Lien (i) existing on any agreement in effect asset of any Person at any the time any such Person becomes a Restricted Subsidiary of the Borrower, (but not ii) existing on any modification or amendment expanding the scope asset of any such restriction or condition); provided that such agreement was not entered into in contemplation of Person at the time such Person becoming a Restricted Subsidiary and the restriction is merged with or condition set forth in such agreement does not apply to into the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition;
(g) restrictions or conditions in any Lien on the assets of a Foreign Subsidiary securing Indebtedness permitted pursuant to of a Foreign Subsidiary allowable under Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions 7.1(g); and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;60
(h) restrictions on cash extensions, renewals, or replacements of any Lien referred to in paragraphs (or Permitted Investmentsa) or other deposits imposed by agreements entered into in through (g) of this Section; provided, that the ordinary course principal amount of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 the Indebtedness secured thereby is not increased and that any such extension, renewal, amendment, modification renewal or replacement thereof, except is limited to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsassets originally encumbered thereby.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Healthways, Inc)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to Neither Guarantor shall create, incur, assume or suffer to exist (and the Guarantors shall not permit any Designated Subsidiary to create, assume or suffer to exist), any Lien upon on any of their respective properties or revenuesits other Property to secure any Debt, whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byby it, except:
(a) any Lien on the inventory or receivables and related assets (other than those described in clause (c) below) of either Guarantor or any Designated Subsidiary securing obligations:
(i) Requirements under any short term lines of Lawcredit, entered into in the normal course of business; or
(ii) under any working capital facility;
(b) Liens created solely for the purpose of securing the payment of all or a part of the purchase price (or the cost of construction or improvement, and any related transaction fees and expenses) of assets or property (including Capital Stock of any Person) acquired, constructed or improved after the date hereof; provided that (a) the aggregate principal amount of Debt secured by such Liens shall not exceed the purchase price of the assets or property so acquired, constructed or improved, (b) such Liens shall not encumber any assets or property other than the assets or property so acquired, constructed or improved and (c) other than any unimproved real property on which the property so constructed, or the improvement, is located shall attach to such assets or property within 365 days of the construction, acquisition or improvement of such assets or property; and provided, further, that to the extent that the property or asset acquired is Capital Stock, and subject to the limitations in clause (c) above, the Lien also may encumber other property or assets of the Person so acquired, and provided, further, that any Lien is permitted to be incurred on the Capital Stock of any Person securing any Debt of that Person that is (i) non-recourse to either Guarantor and (ii) incurred solely for purposes of financing the acquisition, construction or improvement of any property or assets of such Person;
(c) Liens on accounts receivable and related assets in connection with any credit facility, including export or import financings and other trade transactions, or in connection with any Securitization Transaction provided that the aggregate amount of any receivables permitted pursuant to this Section 5.6(c) securing Debt shall not exceed: (a) with respect to transactions related to revenues from exports, 80% of such Person’s consolidated net sales from exports; or (b) with respect to transactions related to revenues from domestic sales, 80% of such Person’s consolidated net sales in the jurisdiction in which such Person is located;
(d) Liens granted to secure borrowings from (i) Banco Nacional de Desenvolvimento Econômico e Social-BNDES, or any other federal, regional or state Brazilian governmental development bank or credit agency, or (ii) any Loan Documentinternational or multilateral development bank, government-sponsored agency, export-import bank or official export-import credit insurer;
(iiie) [reserved]Liens existing on the date hereof;
(f) Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary; provided, however, that the Liens may not extend to any other property owned by such Person;
(ivg) Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person;
(h) Liens securing Debt or other obligations of a Subsidiary of such Person owing to such Person or a Subsidiary of such Person;
(i) Liens in favor of surety bonds or letters of credit issued pursuant to the request of, and for the account of, such Person in the ordinary course of its business;
(j) Liens securing obligations under hedging agreements not for speculative purposes;
(k) any documentation governing Incremental Equivalent DebtLien extending, renewing or replacing (v) any documentation governing Permitted Unsecured Refinancing Debtor successive extensions, Permitted First Priority Refinancing Debt renewals or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(vreplacements of), 6.01(a)(viii) in whole or 6.01(a)(xxvii) and (vii) in part, any documentation governing any Permitted Refinancing incurred Lien referred to refinance any such Indebtedness referenced in clauses (ib), (d), (e), (f) through or (vig) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions the principal amount of Debt secured thereby shall be no more restrictive in any material respect than not exceed the restrictions and conditions in the Loan Documents or, in the case principal amount of Junior Financing, are market terms Debt so secured at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewalrenewal or replacement, amendmentexcept for any increase reflecting premiums, modification fees and expenses in connection with such extension, renewal or replacement, and that such extension, renewal or replacement thereof, except shall be limited to the extent any such amendment, modification all or replacement expands the scope a part of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
which secured the Lien so extended, renewed or replaced (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely plus improvements on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrancesproperty);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(l) any Lien that does not fall within clauses (a) through (k) customary net worth provisions contained in real property leases entered into above and that secures Debt which, exclusive of Debt secured by Subsidiariesother Liens permitted under this covenant, so long as the Borrower has determined in good faith that such net worth provisions could does not reasonably be expected exceed an aggregate principal amount equal to impair the ability 15% of the Borrower and its Subsidiaries to meet their ongoing obligationsConsolidated Net Tangible Assets.
Appears in 1 contract
Sources: Backstop Loan Facility Agreement (Votorantim Cimentos S.A.)
Negative Pledge. The Borrower will Guarantor shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired by it, except for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:following (collectively called "Permitted Liens"):
(a) Liens in connection with Permitted Transactions (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions as defined in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedRevolving Credit Agreement);
(b) customary restrictions Liens for current Taxes (as defined in the Revolving Credit Agreement) not delinquent or for Taxes being contested in good faith and conditions existing on the Effective Date by appropriate proceedings and any extension, renewal, amendment, modification or replacement thereof, except with respect to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionwhich adequate reserves are being maintained in accordance with GAAP;
(c) restrictions and conditions contained Liens shown on Schedule 9.2 of the Revolving Credit Agreement on the Closing Date (as defined in agreements relating to the sale of a Subsidiary Revolving Credit Agreement) or any assets pending such salesimilar schedule in the proposed $2,500,000,000 revolving credit agreement of the Guarantor; provided that such restrictions Bank of America National Trust and conditions apply only to Savings Association is the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderlead agent in connection therewith;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is Liens incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time ordinary course of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) business in connection with worker's compensation, unemployment insurance or other deposits imposed by agreements forms of governmental insurance or benefits or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(e) Liens of mechanics, carriers, and materialmen and other like Liens arising in the ordinary course of business in respect of obligations which are not delinquent or other restrictions which are being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;
(f) Liens arising in the ordinary course of business for sums being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP, or for sums not due, and in either case not involving any deposits or advances for borrowed money or the deferred purchase price of property or services;
(g) Liens on cash or deposits constituting Permitted Encumbrancesreal estate to the extent real estate Investments (as defined in the Revolving Credit Agreement) are permitted by Section 9.10(e)(iii) of the Revolving Credit Agreement;
(h) Liens in favor of the trustee on sums required to be deposited with the trustee under the Indentures (as defined in the Revolving Credit Agreement);
(i) restrictions set forth If Section 9.1(II) of the Revolving Credit Agreement is then in effect, Liens on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to indebtedness permitted by Section 9.1(II)(o) of the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionRevolving Credit Agreement;
(j) customary provisions If Section 9.1(II) of the Revolving Credit Agreement is then in joint venture agreements effect, Liens on assets of Guarantor or any of its Subsidiaries and other similar agreements applicable which are not otherwise permitted to joint ventures be incurred pursuant to the foregoing clauses (a) - (i) securing indebtedness permitted by Section 6.02 9.1(II)(p) of the Revolving Credit Agreement; provided, however, that the aggregate fair market value of the property and applicable solely other assets subject to any such joint ventureLiens, calculated at the time such Liens are incurred, shall not exceed three and six-tenths percent (3.6%) of the Total Shareholders' Equity (as defined in the Revolving Credit Agreement) of Guarantor; and
(k) customary net worth provisions If Section 9.1(I) of the Revolving Credit Agreement is then in effect, Liens on assets of Guarantor or any of its Subsidiaries and which are not otherwise permitted to be incurred pursuant to the foregoing clauses (a) - (h) securing indebtedness not prohibited by Section 9.1(I) of the Revolving Credit Agreement; provided, however, that the aggregate fair market value of the property and other assets subject -16- to any such Liens, calculated at the time such Liens are incurred, shall not exceed twelve percent (12%) of Total Shareholders' Equity of Guarantor. Notwithstanding the foregoing, if Section 9.2 of the Revolving Credit Agreement (or any successor section thereto) or any definitions set forth or used therein are amended or modified in accordance with the terms of the Revolving Credit Agreement either as the result of an amendment or modification to such section in the Revolving Credit Agreement or Guarantor's execution and delivery of a new credit facility in replacement, restatement or substitution for the Revolving Credit Agreement, this Section 4.4 shall be deemed to be amended and modified to the extent set forth in the Revolving Credit Agreement (as amended or modified) or any new credit facility entered into in replacement, restatement or substitution for the Revolving Credit Agreement; provided that (a) Bank of America National Trust and Savings Association is the lead agent with respect to such new or replacement credit facility and Banks constituting the required number of Banks under the Credit Agreement (or any replacement thereof) to consent to any such changes are lenders under such new or replacement credit facility or (b)(i) no Default or Event of Default exists under the Credit Agreement, (ii) the Required Banks have determined, in their reasonable discretion, that any proposed amendment or modification to this Section 4.4 will not in any way violate, contravene or conflict with Regulation U or Regulation G, (iii) if requested by the Administrative Agent, the Banks shall have received an opinion of counsel reasonably satisfactory to the Administrative Agent and its counsel to the effect that any such proposed amendment or modification to this Section 4.4 will not in any way violate, contravene or conflict with Regulation U or Regulation G and addressing such other legal matters as reasonably requested by the Administrative Agent, (iv) upon the request of the Administrative Agent, the Banks shall have received a certificate of the chief financial officer or a vice president with responsibility for or knowledge of financial matters of the Guarantor setting forth a calculation of the Collateral Ratio and (e) without limiting anything contained in real property leases entered into this Section 4.4, if Guarantor shall grant a Lien with respect to any of ▇▇▇ ▇▇▇▇▇▇ to any third party not otherwise permitted by Subsidiariesclauses (a)-(l) above, so long as the Borrower has determined in good faith that Banks shall be equally and ratably secured with respect to such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsassets.
Appears in 1 contract
Sources: Guaranty (Conseco Inc)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byexcept:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedEncumbrances;
(b) customary restrictions and conditions any Liens on any property or assets of the Borrower or any Subsidiary existing on the Effective Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionset forth on Schedule 7.2;
(c) restrictions purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (ii) such Lien does not extend to any other asset; and conditions contained in agreements relating to (iii) the sale Indebtedness secured thereby does not exceed the cost of a Subsidiary acquiring, constructing or any assets pending improving such sale; provided that such restrictions and conditions apply only to the Subsidiary fixed or assets that is or are to be sold and such sale is permitted hereundercapital assets;
(d) customary provisions any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ the contemplation of any of the foregoing and other contracts restricting any such Lien secures only those obligations which it secures on the assignment thereofdate that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition;
(e) restrictions imposed by any agreement relating to secured Liens securing Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtednessunder Section 7.1;
(f) any restrictions Liens or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope pledges of any such restriction or condition); provided that such agreement was not entered into in contemplation securities of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary to governmental agencies pursuant to the Borrower’s or any Subsidiary’s insurance program;
(g) restrictions Rights reserved or conditions vested in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is governmental authority which do not a Loan Party to materially impair the extent use of such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiariesproperty;
(h) restrictions on cash extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (g) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or Permitted Investments) or other deposits imposed by agreements entered into in replacement is limited to the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances)assets originally encumbered thereby;
(i) restrictions set forth on Schedule 6.07 Liens arising under that certain Contingent Mortgage and any extensionSecurity Agreement dated as of May 18, renewal2012, amendmentfrom Lake Louisa, modification or replacement thereofLLC, except a Florida limited liability company and a Subsidiary of Borrower, in favor of Cemex Construction Materials, LLC, a Delaware limited liability company, in connection with a Mining Lease dated May 18, 2012, related to the extent any certain real property located in Lake County, Florida, as more specifically described in such amendment, modification or replacement expands the scope of any such restriction or condition;mortgage; and
(j) customary provisions Liens on improved commercial real properties in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained connection with financing thereof, provided, however, that in real property leases entered into by Subsidiaries, so long as no event shall the Borrower has determined in good faith that such net worth provisions could not reasonably be expected or any of its Subsidiaries create, incur, assume or suffer to impair the ability exist any Lien on any of their respective aggregate mining properties owned as of the Borrower and its Subsidiaries to meet their ongoing obligationsClosing Date, as described on Exhibit 7.1(j), except as otherwise provided hereunder.
Appears in 1 contract
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries (other than Excluded Subsidiaries) to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired acquired, except (i) Liens existing on the date of this Agreement and listed on Schedule 7.2; (ii) Liens of landlords, contractors, laborers or supplymen, tax Liens, or Liens securing performance or appeal bonds, or other similar Liens or charges arising out of the Borrower’s business, provided that tax Liens are removed before related Taxes become delinquent and other liens are promptly removed, in either case unless contested in good faith and by appropriate proceedings, and as to which adequate reserves have been established and no foreclosure, sale or similar proceedings have commenced; (iii) Liens in favor of the Administrative Agent for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan DocumentsLenders; provided that the foregoing shall not apply to restrictions and conditions imposed by:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than Liens on the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect assets of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into arising in the ordinary course of the business of such Subsidiary, including Liens to secure Indebtedness to any Federal Home Loan Bank; (v) Liens on assets of Subsidiaries in connection with the acquisition of property by way of purchase money mortgage, conditional sale or other restrictions on cash title retention agreement, capitalized lease or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 other deferred payment contract, and any extension, renewal, amendment, modification or replacement thereof, except attaching only to the extent any property being acquired, if the Indebtedness secured thereby does not exceed 100% of the fair market value of such amendment, modification or replacement expands property at the scope time of any such restriction or condition;
acquisition thereof; and (jvi) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability Liens on assets of the Borrower and its Subsidiaries to meet their ongoing obligationswith a value not in excess of $1,000,000.
Appears in 1 contract
Sources: Revolving Credit Agreement (Boston Private Financial Holdings Inc)
Negative Pledge. The Borrower will not, and nor will not it permit any Restricted Subsidiary to, enter into any agreementcontract, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer permit to exist any Lien upon on any of their its respective properties property or revenuesassets of any kind (whether real or personal, tangible or intangible), whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byacquired, except:
(a) (i) Requirements Liens existing on the date hereof and securing indebtedness outstanding on the date hereof, each of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(vwhich is set forth on Schedule 7.2(a), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on Liens securing inter-company indebtedness owed to members of the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to Consolidated Group other than Liens securing inter-company indebtedness owed by the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionBorrower;
(c) restrictions Liens on property and conditions contained assets of any Person existing at the time such Person becomes a member of the Consolidated Group and not created in agreements relating to the sale of a Subsidiary or any assets pending such sale; contemplation thereof and provided that such restrictions and conditions apply only Lien shall not extend to any other property of members of the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderConsolidated Group;
(d) customary provisions Liens on property or assets securing indebtedness incurred or assumed for the purpose of financing all or any part of the costs of acquiring, improving or constructing such property or assets; provided that (i) with respect to real property (and personal property constituting a part of a project which is the subject of an industrial revenue bond, private activity bond, solid waste disposal bond or similar financing), such Lien attaches concurrently with or within eighteen (18) months after the date of acquisition, completion, construction or improvement (including without limitation liens in leasesconnection with industrial revenue bonds, service agreementsprivate activity bonds, licensessolid waste disposal bonds or other similar financing activity), sublicenses(ii) with respect to personal property (other than the personal property referenced in clause (i) hereof), covenants not such Lien attaches concurrently with or within six (6) months after the date of acquisition, and (iii) such Lien shall extend only to s▇▇ and other contracts restricting the assignment thereofproperty or asset to be acquired or improved with such financing;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement Liens on property and assets prior to the extent acquisition thereof and not created in contemplation thereof, provided that such restriction applies only Lien shall not extend to any other property of members of the property securing such IndebtednessConsolidated Group;
(f) any restrictions Liens arising out of the refinancing, extension, renewal or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope refunding of any such restriction or condition); indebtedness secured by a Lien permitted by any of the foregoing clauses of this Section, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 such indebtedness is not secured by any additional property or assets, and any extension, renewal, amendment, modification or replacement thereof, except to (ii) the extent any amount of such amendment, modification or replacement expands the scope of any indebtedness secured by such restriction or conditionLien is not increased;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.
Appears in 1 contract
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries (other than Monetization Subsidiaries) to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byacquired, except:
(a) Liens created in favor of the Collateral Agent for the benefit of (i) Requirements of Lawthe Lenders pursuant to the Collateral Documents, (ii) any Loan Documentthe lender providing the Pari Passu Credit Facility, (iii) [reserved]The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, and Citizens Bank of Pennsylvania and any counterparties to Hedging Transactions (each, a “Hedging Obligation Counterparty”) that are entered into to replace or refinance either the Tokyo Swap Transaction or the Citizens Swap Transaction so long (x) as each of the Collateral Agent, the lender providing the Pari Passu Credit Facility, and any Hedging Obligation Counterparty is a party to the Intercreditor Agreement; (y) the notional amount under the Tokyo Swap Transaction shall not exceed $62,500,000 and (z) the notional amount under the Citizens Swap Transaction shall not exceed $70,000,000 and (iv) any documentation governing Incremental Equivalent DebtHedging Obligation Counterparty in respect of Hedging Transactions that are entered into in connection with any financings permitted by clauses (a), (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viiil) or 6.01(a)(xxvii(m) and of Section 7.1 (vii“Permitted Hedging Transactions”) any documentation governing any Permitted Refinancing incurred so long as such Hedging Obligation Counterparty is a party to refinance any such Indebtedness referenced in clauses (i) through (vi) abovethe Intercreditor Agreement; provided that with respect any Hedging Obligation Counterparty in whose favor a Lien is created and that is not a Lender must be satisfactory to Indebtedness (A) referred to the Administrative Agent in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedits reasonable discretion;
(b) customary restrictions and conditions existing on Liens securing the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except Indebtedness permitted under Section 7.1(c) to the extent any such amendment, modification or replacement expands Lien extends only to the scope of any property financed with the Indebtedness secured by such restriction or conditionLien and property reasonably related thereto;
(c) restrictions and conditions contained in agreements relating to Liens on assets of Foreign Subsidiaries securing the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are Indebtedness permitted to be sold and such sale is permitted hereunderincurred by Foreign Subsidiaries under Section 7.1(f);
(d) customary provisions Liens on Monetization Assets incurred in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereofconnection with Monetization Transactions permitted under Section 7.1(g);
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such IndebtednessPermitted Encumbrances;
(f) any restrictions Liens on any property or conditions asset of the Borrower or any Subsidiary existing on the Closing Date set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition)on Schedule 7.2; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement Lien does not apply extend to any other property or asset of the Borrower or any other Restricted Subsidiary;
(g) restrictions purchase money Liens on any fixed or conditions in capital assets and assets reasonably related thereto to secure the purchase price or the cost of the acquisition, construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided that (i) such Lien secures Indebtedness permitted pursuant by Section 7.1(i), (ii) such Lien attaches to Section 6.01 that is incurred such assets and assets reasonably related thereto concurrently or assumed by a Restricted Subsidiary that is within one hundred eighty (180) days after the acquisition, improvement or completion of the construction thereof; and (iii) such Lien does not a Loan Party extend to the extent such restrictions or conditions are no more restrictive in any material respect other assets, other than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiariesassets reasonably related thereto;
(h) restrictions any Lien (i) existing on cash any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or Permitted Investmentsinto the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or other deposits imposed by agreements entered into any Subsidiary of the Borrower; provided that any such Lien was not created in contemplation of any of the ordinary course foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of business (such merger or other restrictions on cash or deposits constituting Permitted Encumbrances);the date of such acquisition; and
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionLiens created in connection with sale/leaseback transactions permitted under Section 7.9;
(j) customary provisions Liens securing extensions, renewals, refinancings, or replacements of any Indebtedness or other obligation referred to in joint venture agreements and paragraphs (a) through (i) of this Section; provided that (i) the principal amount of the Indebtedness or other similar agreements applicable to joint ventures permitted obligation secured thereby is not greater than the amount secured by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into Liens when such Indebtedness or other obligation was incurred by Subsidiaries, so long as the Borrower has determined in good faith that or any such net worth provisions could not reasonably be expected Subsidiary and (ii) any such extension, renewal, refinancing or replacement is limited to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsassets originally encumbered thereby.
Appears in 1 contract
Negative Pledge. 21.17.1 The Borrower will not, and Company will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien Security upon any of their respective properties or revenues, whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or Cash Collateral other under than the Finance Documents.
21.17.2 Subject to Clause 21.17.3, and until the later of the Cash Collateral Discharge Date and the date on which all liabilities of the Company under the Loan Documents; provided that Secured Hedging Agreements have been fully discharged, neither the foregoing shall not apply to restrictions and conditions imposed byCompany nor any Additional Post-Cyan Obligor shall:
(aA) create, incur, assume or suffer to exist any Security upon or with respect to any of its property or assets (real or personal, tangible or intangible), whether now or hereafter acquired;
(B) sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Parent or any of its Subsidiaries); or
(C) permit the registration of any security interest on any relevant register with respect to the Company or any Additional Post-Cyan Obligor.
21.17.3 The provisions of Clause 21.17.2 shall not prevent the creation, incurrence, assumption or existence of the following (Security described below is herein referred to as “Permitted Security”):
(A) Security in existence on the date of this Agreement listed in Schedule 11 (Existing Security) and the property subject thereto and any renewal, replacement or extension of such Security, provided that (i) Requirements the aggregate principal amount of Lawthe Indebtedness, if any, secured by such Security does not increase from that amount outstanding at the time of any such renewal, replacement or extension and (ii) any Loan Documentsuch renewal, (iii) [reserved], (iv) replacement or extension does not encumber any documentation governing Incremental Equivalent Debt, (v) additional assets or properties of the Parent or any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and its Subsidiaries;
(B) referred to clause (v) aboveinchoate Security for Taxes, such restrictions shall assessments or governmental charges or levies not expand the scope yet due or Security for Taxes, assessments or governmental charges or levies being contested in any material respect of any such restriction or condition contained good faith and by appropriate proceedings for which adequate reserves have been established in the Indebtedness being refinancedaccordance with GAAP;
(bC) customary restrictions Security in respect of property or assets of the Company or any Additional Post-Cyan Obligor imposed by law and conditions existing on which were incurred in the Effective Date ordinary course of business and do not secure Indebtedness for borrowed money, and:
(1) which do not in the aggregate materially detract from the value of the Company’s or any extensionAdditional Post-Cyan Obligor’s property or assets or materially impair the use thereof in the operation of the business of the Company or that Additional Post-Cyan Obligor; or
(2) which are being contested in good faith by appropriate proceedings, renewal, amendment, modification which proceedings have the effect of preventing the forfeiture or replacement thereof, except sale of the property or assets subject to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionSecurity;
(cD) restrictions Security created by or pursuant to this Agreement and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderSecurity Documents;
(d1) customary provisions in leaseslicences, service agreementssublicences, licenses, sublicenses, covenants leases or subleases granted by the Company or any Additional Post-Cyan Obligor to other persons not to s▇▇ and other contracts restricting materially interfering with the assignment thereof;conduct of the business of the Company or the applicable Additional Post-Cyan Obligor; and
(e2) restrictions imposed by any interest or title of a lessor, sublessor or licensor under any lease or licence agreement relating to secured Indebtedness permitted by this Agreement to which the extent such restriction applies only to Company or the property securing such Indebtednessapplicable Additional Post-Cyan Obligor is a party;
(fF) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding Security upon assets of the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower Company or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant Additional Post-Cyan Obligor subject to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party Capitalised Lease Obligations to the extent such restrictions Capitalised Lease Obligations are permitted by Clause 21.20 (Indebtedness); provided that:
(1) such Security only serve to secure the payment of Indebtedness arising under such Capitalised Lease Obligation; and
(2) the Security encumbering the asset giving rise to the Capitalised Lease Obligation does not encumber any other asset of the Parent or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(hG) restrictions on cash Security placed upon equipment or machinery acquired after the first Utilisation Date and used in the ordinary course of business of the Company or any Additional Post-Cyan Obligor and placed at the time of the acquisition thereof by the Company or any Additional Post-Cyan Obligor or within 90 days thereafter to secure Indebtedness incurred to pay all or a portion of the purchase price thereof or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment or machinery or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided that:
(1) the Indebtedness secured by such Security is permitted by Clause 21.20 (Indebtedness); and
(2) in all events, the Security encumbering the equipment or Permitted Investmentsmachinery so acquired does not encumber any other asset of the Parent or such Subsidiary;
(H) easements, rights-of-way, restrictions, encroachments and other similar charges or other deposits imposed by agreements encumbrances, and minor title deficiencies, in each case not securing Indebtedness and not materially interfering with the conduct of the business of the Company or any Additional Post-Cyan Obligor;
(I) Security arising from precautionary UCC financing statement filings regarding leases entered into in the ordinary course of business;
(J) Security arising out of the existence of judgments or awards in respect of which the Company or an applicable Additional Post-Cyan Obligor shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all cash and the Fair Market Value of all other property subject to such Security does not exceed $7,500,000 at any time outstanding;
(K) statutory and common law landlords’ liens under leases to which the Company or any Additional Post-Cyan Obligor is a party;
(L) Security incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance and social security benefits and Security securing the performance of bids, tenders, leases and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business and consistent with past practice (or other restrictions on cash or deposits constituting Permitted Encumbrancesexclusive of obligations in respect of the payment for borrowed money);
(iM) restrictions set forth on Schedule 6.07 and Security arising out of any extensionconditional sale, renewaltitle retention, amendment, modification consignment or replacement thereof, except other similar arrangements for the sale of goods entered into by the Company or any Additional Post-Cyan Obligor in the ordinary course of business to the extent such Security do not attach to any such amendment, modification or replacement expands assets other than the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely goods subject to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.arrangements;
Appears in 1 contract
Sources: Letter of Credit Facility Agreement (Endeavour International Corp)
Negative Pledge. The Borrower will Company shall not, and will shall not permit any of its Restricted Subsidiary to, Subsidiaries to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of the Company or any Loan Party Guarantor to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired acquired, for the benefit of the Secured Parties Holders with respect to the Secured Obligations or under Notes Obligations. The provisions of the Loan Documents; provided that the foregoing first paragraph of this Section 4.09 shall not apply to restrictions and conditions imposed by:
(a) (i) Requirements of Law, (ii) any Loan Documentdocumentation governing Indebtedness incurred pursuant to Section 4.05(b)(i), (iii) [reserved]this Indenture, (iv) any documentation governing Incremental Equivalent Debtthe Security Documents, (v) any documentation governing relating to any Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing DebtReceivables Financing, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(vSection 4.05(b)(xxix), 6.01(a)(viiithe Convertible Notes Indenture, the Existing First Lien Notes Indenture, the First Lien Notes Indenture, the Second Lien Notes Indenture, the 2025 Subordinated Note Indenture, the 2024/2026 Subordinated Note Indenture, the 2027 Subordinated Note Indenture or Indebtedness arising under any other indentures, agreements or similar documents evidencing senior or subordinated notes or other debt securities of the Company or any of its Subsidiaries not prohibited by this Indenture, (vii) or 6.01(a)(xxviiany documentation governing Indebtedness pursuant to the Odeon Credit Agreement, (viii) any documentation governing Indebtedness incurred pursuant to Section 4.05(b)(xxviii) and (viiix) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (viviii) above; provided that with respect to Indebtedness referenced in (A) referred to in clauses (ivii) and (vvii) above, such restrictions shall be no materially more restrictive in any material respect than the restrictions and conditions in the Loan Documents this Indenture or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (vvi) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Issue Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted not prohibited by this Agreement Indenture to the extent such restriction applies only to the property securing by such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower Company or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 4.05 that is incurred or assumed by a Restricted Subsidiary Subsidiaries that is are not a Loan Party Guarantors to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents this Indenture or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted InvestmentsCash Equivalents) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition[reserved];
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 4.05 and applicable solely to such joint ventureventure and entered into in the ordinary course of business; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower Company has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower Company and its Subsidiaries to meet their ongoing obligations.
Appears in 1 contract
Negative Pledge. The Borrower Company covenants and agrees for the benefit of each series of Securities, with respect to which the provisions of this Section are determined pursuant to Section 301ot be applicable, that, so long as Securities of such series are Outstanding, the Company will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, incur or assume or suffer to exist any Lien upon Mortgage securing any of their respective properties or revenues, whether now owned or hereafter acquired Indebtedness for Borrowed Money charging the benefit interest of the Secured Parties with respect Company or any Subsidiary in a Principal Property without making effective provision, and the Company covenants that in any such case it will make, or cause to be made, effective provision, whereby the Securities of such series (together with, if and to the Secured Obligations extent the Company shall so determine, any other indebtedness or under the Loan Documents; provided other obligations then existing or thereafter created) shall be secured equally and ratably with (or prior to) any and all indebtedness and obligations secured or to be secured by such Mortgage, for so long as such Indebtedness for Borrowed Money shall be so secured, provided, however, that the foregoing covenants shall not prevent, restrict of apply to restrictions and conditions imposed byany of the following:
(a) (i) Requirements of Law, (ii1) any Loan DocumentMortgage created, (iii) [reserved]incurred or assumed to secure any Purchase Money Obligation, (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness that:
(A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financingthe acquisition of any property, are market terms the Mortgage does not extend to any property of the Company or any Subsidiary other than the property so acquired and fixed improvements thereto; and
(B) in case of the construction or improvement of any Principal Property, the Mortgage does not extend to any property of the Company or any Subsidiary other than the Principal Property on which or in respect of which the construction or improvement takes place and other fixed improvements thereto;
(2) any Mortgage in favor of the Company or any wholly-owned Subsidiary;
(3) any Mortgage on any property existing at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedproperty becomes a Principal Property;
(b4) customary restrictions and conditions existing any Mortgage on the Effective Date and property of any corporation at the time such corporation becomes a Subsidiary;
(5) any Mortgage on the property of any corporation at the time such corporation is consolidated or amalgamated with or merged into the Company or any Subsidiary, provided that such Mortgage shall not constitute or become a charge on any Principal Property existing prior thereto; and
(6) any extension, renewal, amendment, modification replacement or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope refunding of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to of the sale of a Subsidiary or any assets pending such sale; foregoing, provided that the principal amount secured thereby outstanding immediately before such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification replacement or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could refunding is not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsthereby increased.
Appears in 1 contract
Sources: Indenture (Weyerhaeuser Co)
Negative Pledge. 21.17.1 The Borrower Company will notnot create, incur or assume any Security upon or with respect to the Cash Collateral other under than the Finance Documents.
21.17.2 Subject to Clause 21.17.3, and will not permit any Restricted Subsidiary tountil the later of the Cash Collateral Discharge Date and the date on which all liabilities of the Company under the Secured Hedging Agreements have been fully discharged, enter into any agreementno Obligor shall, instrument, deed or lease and the Parent shall ensure that prohibits or limits no other member of the ability of any Loan Party to Group will:
(A) create, incur, assume or suffer to exist any Lien Security upon or with respect to any property or assets (real or personal, tangible or intangible) of the Parent or any of their respective properties or revenuesits Subsidiaries, whether now owned or hereafter acquired for acquired;
(B) sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the benefit Parent or any of its Subsidiaries); or
(C) permit the Secured Parties registration of any security interest on any relevant register with respect to a member of the Secured Obligations Group.
21.17.3 The provisions of Clause 21.17.2 shall not prevent the creation, incurrence, assumption or under existence of the Loan Documents; following (Security described below is herein referred to as “Permitted Security”):
(A) Security pursuant to the BNPP LC Facility, provided that such Security is released on or before the foregoing shall not apply to restrictions and conditions imposed by:first Utilisation Date;
(aB) Security in existence on the date of this Agreement listed in Schedule 11 (Existing Security) and the property subject thereto and any renewal, replacement or extension of such Security, provided that (i) Requirements the aggregate principal amount of Lawthe Indebtedness, if any, secured by such Security does not increase from that amount outstanding at the time of any such renewal, replacement or extension and (ii) any Loan Documentsuch renewal, (iii) [reserved], (iv) replacement or extension does not encumber any documentation governing Incremental Equivalent Debt, (v) additional assets or properties of the Parent or any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedits Subsidiaries;
(bC) customary restrictions inchoate Security for Taxes, assessments or governmental charges or levies not yet due or Security for Taxes, assessments or governmental charges or levies being contested in good faith and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionby appropriate proceedings for which adequate reserves have been established in accordance with GAAP;
(cD) restrictions Security in respect of property or assets of any member of the Group imposed by law and conditions contained which were incurred in agreements relating to the ordinary course of business and do not secure Indebtedness for borrowed money, and:
(1) which do not in the aggregate materially detract from the value of the property or assets of that member of the Group or materially impair the use thereof in the operation of the business of that member of the Group; or
(2) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary property or assets that is or are subject to be sold and any such sale is permitted hereunderSecurity;
(dE) customary provisions in leases, service agreements, licenses, sublicenses, covenants not Security created by or pursuant to s▇▇ this Agreement and other contracts restricting the assignment thereofSecurity Documents;
(e1) restrictions imposed licences, sublicences, leases or subleases granted by a member of the Group to other persons not materially interfering with the conduct of the business of that member of the Group; and
(2) any interest or title of a lessor, sublessor or licensor under any lease or licence agreement relating to secured Indebtedness permitted by this Agreement to which a member of the extent such restriction applies only to the property securing such IndebtednessGroup is a party;
(fG) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope Security upon assets of any such restriction or condition); provided that such agreement was not entered into in contemplation member of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply Group subject to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party Capitalised Lease Obligations to the extent such restrictions Capitalised Lease Obligations are permitted by Clause 21.20 (Indebtedness); provided that:
(1) such Security only serve to secure the payment of Indebtedness arising under such Capitalised Lease Obligation; and
(2) the Security encumbering the asset giving rise to the Capitalised Lease Obligation does not encumber any other asset of the Parent or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(hH) restrictions on cash Security placed upon equipment or machinery acquired after the first Utilisation Date and used in the ordinary course of business of any member of the Group and placed at the time of the acquisition thereof by that member of the Group or within 90 days thereafter to secure Indebtedness incurred to pay all or a portion of the purchase price thereof or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment or machinery or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided that:
(1) the Indebtedness secured by such Security is permitted by Clause 21.20 (Indebtedness); and
(2) in all events, the Security encumbering the equipment or Permitted Investmentsmachinery so acquired does not encumber any other asset of the Parent or such Subsidiary;
(I) easements, rights-of-way, restrictions, encroachments and other similar charges or other deposits imposed by agreements encumbrances, and minor title deficiencies, in each case not securing Indebtedness and not materially interfering with the conduct of the business of any member of the Group;
(J) Security arising from precautionary UCC financing statement filings regarding leases entered into in the ordinary course of business;
(K) Security arising out of the existence of judgments or awards in respect of which a member of the Group shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all cash and the Fair Market Value of all other property subject to such Security does not exceed $7,500,000 at any time outstanding;
(L) statutory and common law landlords’ liens under leases to which member of the Group is a party;
(M) Security incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance and social security benefits and Security securing the performance of bids, tenders, leases and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business and consistent with past practice (or other restrictions on cash or deposits constituting Permitted Encumbrancesexclusive of obligations in respect of the payment for borrowed money);
(iN) restrictions set forth on Schedule 6.07 and Security arising out of any extensionconditional sale, renewaltitle retention, amendment, modification consignment or replacement thereof, except other similar arrangements for the sale of goods entered into by a member of the Group in the ordinary course of business to the extent such Security do not attach to any such amendment, modification or replacement expands assets other than the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely goods subject to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.arrangements;
Appears in 1 contract
Sources: Letter of Credit Facility Agreement (Endeavour International Corp)
Negative Pledge. The Borrower will shall not, and will not nor shall it permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byassets except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions negative pledges existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries on the Closing Date and listed on Schedule 7.01; -------------
(b) negative pledges in favor of the Secured Parties;
(c) negative pledges in connection with any purchase money Indebtedness permitted under Section 7.03(c)(iii) solely to meet their ongoing obligationsthe extent that the -------------------- agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness;
(d) negative pledges in connection with any capital lease permitted under Section 7.03(a)(ii) solely to the extent that such capital lease prohibits ------------------- a Lien on the property subject thereto;
(e) negative pledges on accounts receivable of Foreign Subsidiaries and the associated assets of Foreign Subsidiaries required in connection with Permitted Foreign Receivable Purchase Transactions permitted under Section ------- 7.03(c)(vi) or (xvi), negative pledges on Domestic Receivables of Domestic ----------- ----- Subsidiaries required in connection with Permitted Domestic Receivables Transactions permitted under Section 7.03(c)(x), negative pledges on the ------------------ 101 property subject to Equipment Financing Transactions permitted under Section ------- 7.03(c)(viii) and Real Estate Financing Transactions permitted under Section ------------- ------- 7.03(c)(vii), and negative pledges on the property subject to Liens permitted ------------ under Section 7.01; ------------
(f) negative pledges on IP Rights licensed from third parties; and
(g) negative pledges with respect to property of the Borrower and its Subsidiaries contained in documentation for any Capital Markets Transaction provided such negative pledges (i) expressly permit Liens in favor of the Administrative Agent on all assets of the Borrower and its Subsidiaries and Liens on equipment subject to Equipment Financing Transactions, real property subject to Real Estate Financing Transactions, accounts receivable subject to Permitted Domestic Receivables Transactions and Permitted Foreign Receivables Transactions and property subject to any other Lien permitted under Section 7.01 ------------ and (ii) do not require the Indebtedness issued in such Capital Markets Transactions to be secured by such permitted Liens.
Appears in 1 contract
Sources: Credit Agreement (Levi Strauss & Co)
Negative Pledge. The Borrower will not, and will not permit any Restricted of its Subsidiary Guarantors to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byor, except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than Liens securing the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedObligations;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Encumbrances;
(c) restrictions and conditions contained in agreements relating to any Liens on any property or asset of the sale of a Subsidiary Borrower or any assets pending such saleSubsidiary existing on the Closing Date set forth on Schedule 7.2; provided provided, that such restrictions and conditions Lien shall not apply only to any other property or asset of the Subsidiary Borrower or assets that is or are to be sold and such sale is permitted hereunderany Subsidiary;
(d) customary provisions purchase money Liens upon or in leasesany fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, service agreementsconstruction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, licensesthat (i) such Lien secures Indebtedness permitted by Section 7.1(c), sublicenses(ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, covenants improvement or completion of the construction thereof; (iii) such Lien does not extend to s▇▇ any other asset; and other contracts restricting (iv) the assignment thereofIndebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;
(e) restrictions imposed by rights of set off, rights over a margin call account, any agreement relating to secured Indebtedness permitted by this Agreement to form of cash collateral or similar arrangement, in any case for obligations incurred in respect of any Hedging Transactions so long as such Liens do not encumber assets securing the extent such restriction applies only to the property securing such IndebtednessObligations;
(f) any restrictions extensions, renewals, or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope replacements of any Lien referred to in paragraphs (a) through (e) of this Section 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such restriction extension, renewal or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply replacement is limited to the Borrower or any other Restricted Subsidiary;assets originally encumbered thereby; and
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to Liens securing the extent such restrictions or conditions are no more restrictive in any material respect than obligations under the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsInvestment Credit Agreement.
Appears in 1 contract
Sources: Revolving Credit Agreement (NGP Capital Resources CO)
Negative Pledge. The Borrower will not, and nor will not the Borrower permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired for the benefit by it, except: (i) those Liens, if any, described on Schedule 5.8, concerning existing Debt of the Secured Parties Borrower, to be set forth and described more particularly therein, together with respect any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any such Lien, provided that such Debt is not secured by any additional assets, and the amount of such Debt secured by any such Lien is not increased; (ii) Liens incidental to the Secured Obligations conduct of its business or the ownership of its Properties which (A) do not secure Debt and (B) do not in the aggregate materially detract from the value of its Properties or materially impair the use thereof or the operation of its business, including, without limitation, easements, rights of way, restrictive covenants, zoning and other similar restrictions on real property; (iii) materialmen's, mechanics', warehousemen's, carriers', landlords' and other similar statutory Liens which secure Debt or other obligations that are not past due, or, if past due are being contested in good faith by the Borrower or the appropriate Subsidiary by appropriate proceedings; (iv) Liens for taxes not delinquent or taxes being contested in good faith and by appropriate proceedings; (v) pledges or deposits in connection with worker's compensation, unemployment insurance and other social security legislation; (vi) deposits to secure performance of bids, trade contracts, leases, statutory obligations (to the extent not excepted elsewhere herein); (vii) grants of security and rights of setoff in deposit accounts, securities and other properties held at banks or financial institutions to secure the payment or reimbursement under the Loan Documentsoverdraft, letter of credit, acceptance and other credit facilities; (viii) rights of setoff, banker's liens and other similar rights arising solely by operation of law; (ix) Purchase Money Liens, provided that the foregoing shall not apply to restrictions and conditions imposed by:
(a) (i) Requirements total amount of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent all such Debt, when aggregated with any Debt described in clause (vx) below then outstanding, does not exceed, at any documentation governing Permitted Unsecured Refinancing Debttime, Permitted First Priority Refinancing Debt in aggregate amount, fifteen percent (15%) of Tangible Net Worth; (x) Liens on any Properties acquired by Borrower or Permitted Second Priority Refinancing Debtany Subsidiary subsequent to the Closing Date, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided the extent that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, Liens are market terms existing at the time of issuance and acquisition, (B) referred the Debt secured thereby is not secured by any other Properties of Borrower or such Subsidiary except the acquired Properties, (C) the amount of such Debt so secured thereby is not increased at or subsequent to clause the acquisition and (vD) abovethe total amount of all such Debt secured by all such acquired Properties, such restrictions shall when aggregated with all Purchase Money Debt then outstanding, does not expand exceed at any time, in aggregate amount, fifteen percent (15%) of Tangible Net Worth; together with any Lien arising out of the scope in any material respect refinancing, extension, renewal or refunding of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent Debt secured by any such amendmentLien, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that Debt is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed secured by any agreement relating to additional assets, and the amount of such Debt secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that Lien is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
increased; (hxi) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into capital leases made in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(ibut excluding, however, sale-leaseback transactions in any event) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except in which there is no provision for title to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable leased Property to joint ventures permitted by Section 6.02 and applicable solely pass to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that or such net worth provisions could not reasonably be expected to impair Subsidiary at the ability expiration of the lease term or as to which no bargain purchase option exists; and (xii) rights of lessors in respect of Properties leased to the Borrower and or its Subsidiaries to meet their ongoing obligationsunder operating leases.
Appears in 1 contract
Sources: Credit Agreement (Avado Brands Inc)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byor, except:
(a) (i) Requirements Liens securing the Obligations, provided, however, that no Liens may secure Hedging Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations and subject to the priority of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced payments set forth in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case Section 2.22 of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedthis Agreement;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Encumbrances;
(c) restrictions and conditions contained in agreements relating to any Liens on any property or asset of the sale of a Subsidiary Borrower or any assets pending such saleSubsidiary existing on the Closing Date set forth on Schedule 7.2; provided provided, that such restrictions and conditions Lien shall not apply only to any other property or asset of the Subsidiary Borrower or assets that is or are to be sold and such sale is permitted hereunderany Subsidiary;
(d) customary provisions purchase money Liens upon or in leasesany fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, service agreementsconstruction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, licensesthat (i) such Lien secures Indebtedness permitted by Section 7.1(c), sublicenses(ii) such Lien attaches to such asset concurrently or within 180 days after the acquisition, covenants improvement or completion of the construction thereof; (iii) such Lien does not extend to s▇▇ any other asset of the Borrower or any Subsidiary; and other contracts restricting (iv) the assignment thereofIndebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;
(e) restrictions imposed by extensions, renewals, or replacements of any agreement relating Lien referred to in paragraphs (a) through (d) of this Section 7.2; provided, that the principal amount of the Indebtedness secured Indebtedness permitted by this Agreement thereby plus any applicable premium or penalty, accrued interest and related fees and expenses is not increased and that any such extension, renewal or replacement is limited to the extent such restriction applies only to the property securing such Indebtednessassets originally encumbered thereby;
(f) any restrictions Liens arising out of a conditional sale, title retention, consignment or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification similar arrangement for the sale of goods or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiaryoperating leases;
(g) restrictions Bankers liens, rights of set-off and similar rights of any depository institution or conditions escrow agent in any Indebtedness permitted pursuant to Section 6.01 that is incurred possession of funds of the Borrower or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;; and
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances)Operating leases and licenses, including those related to intellectual property;
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Stanley, Inc.)
Negative Pledge. The Borrower Borrowers will not, and will not permit any Restricted Subsidiary of the other Loan Parties to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byacquired, except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedEncumbrances;
(b) customary restrictions and conditions existing on Liens securing the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionObligations;
(c) restrictions and conditions contained in agreements relating to any Liens on any property or asset of the sale of a Subsidiary or any assets pending such saleLoan Parties existing on the Closing Date set forth on Schedule 9.2; provided provided, that such restrictions and conditions Lien shall not apply only to any other property or asset of the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderLoan Parties;
(d) customary provisions any Lien (i) existing on any asset of any Person at the time such Person becomes a Loan Party, (ii) existing on any asset of any Person at the time such Person is merged with or into any Loan Party or (iii) existing on any asset prior to the acquisition thereof by any Loan Party; provided, that any such Lien was not created in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ the contemplation of any of the foregoing and other contracts restricting any such Lien secures only those obligations which it secures on the assignment thereofdate that such Person becomes a Loan Party or the date of such merger or the date of such acquisition;
(e) restrictions imposed by extensions, renewals, or replacements of any agreement relating Lien referred to in paragraphs (b) and (c) of this Section 9.2; provided, that the principal amount of the Indebtedness secured Indebtedness permitted by this Agreement thereby is not increased and that any such extension, renewal or replacement is limited to the extent such restriction applies only to the property securing such Indebtednessassets originally encumbered thereby;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding Liens on the scope Equity Interests of any Unrestricted Subsidiaries owned by Loan Parties to secure Indebtedness owed by such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted SubsidiaryUnrestricted Subsidiaries;
(g) restrictions or conditions Liens on infrastructure improvements made on the property of the Loan Parties in any Indebtedness permitted pursuant an aggregate amount not to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party exceed $50,000,000, to the extent such restrictions or conditions are no more restrictive in any material respect than covered by the restrictions and conditions in terminalling agreements between the Loan Documents or Parties on the one hand and their customers on the other hand, which infrastructure improvements are market terms at legally owned by customers of the time Borrowers during the duration of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiariesthe terminalling agreements but treated as assets of the Loan Parties under GAAP;
(h) restrictions on cash Liens (including capital leases) in favor of the Governmental Authorities issuing Go-Zone Bonds and Tax Exempt Bonds permitted under Section 9.1(h) so long as such Liens only apply to the improvements or Permitted Investmentsfacility financed with the proceeds from the issuance of such GO-Zone Bonds and Tax-Exempt Bonds, and capital leases of improvements or facilities by the Loan Parties from Governmental Authorities that issue Intercompany Taxable Bonds permitted under Section 9.1(g) or other deposits imposed solely to the extent such improvements and facilities are required to be owned by agreements entered into such Governmental Authorities in order to obtain the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);related ad valorem property tax exemptions; and
(i) restrictions set forth Liens on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope assets of any such restriction or condition;
(j) customary provisions in joint venture agreements and Loan Parties securing other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability Indebtedness of the Borrower and its Subsidiaries Loan Parties in an aggregate principal amount not to meet their ongoing obligationsexceed $25,000,000 at any time.
Appears in 1 contract
Sources: Revolving Credit Agreement (Macquarie Infrastructure CO LLC)
Negative Pledge. The Borrower Borrowers will not, and will not permit any Restricted Subsidiary of their Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byor, except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than Liens securing the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedObligations;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Liens;
(c) restrictions and conditions contained in agreements relating to the sale any Liens on any property or asset of a Subsidiary Borrower or any assets pending such saleSubsidiary existing on the Closing Date set forth onSchedule 7.2 ; provided , that such restrictions and conditions Lien shall not apply only to the Subsidiary any other property or assets that is asset of such Borrower or are to be sold and such sale is permitted hereunderany Subsidiary;
(d) customary provisions purchase money Liens upon or in leasesany fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, service agreementsconstruction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided , licensesthat (i) such Lien secures Indebtedness permitted by Section 7.1(c ), sublicenses(ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, covenants improvement or completion of the construction thereof; (iii) such Lien does not extend to s▇▇ any other asset; and other contracts restricting (iv) the assignment thereofIndebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of a Borrowers, (ii) existing on any asset of any Person at the time such Person is merged with or into a Borrower or any Subsidiary of a Borrower or (iii) existing on any asset prior to the extent acquisition thereof by a Borrower or any Subsidiary of a Borrower; provided , that any such restriction applies Lien was not created in the contemplation of any of the foregoing and any such Lien secures only to those obligations which it secures on the property securing date that such Indebtedness;Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and
(f) any restrictions extensions, renewals, or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope replacements of any Lien referred to in paragraphs (a) through (d) of this Section 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such restriction extension, renewal or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply replacement is limited to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsassets originally encumbered thereby.
Appears in 1 contract
Sources: Revolving Credit Agreement (Delek US Holdings, Inc.)
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter Enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byassets other than:
(a) any such agreement with or in favor of the Secured Parties or the Administrative Agent or the Collateral Agents, as the case may be, on behalf of the Secured Parties;
(b) any such agreement with or in favor of the holders of the Senior Subordinated Notes or the trustee for the Senior Subordinated Notes, on behalf of the holders thereof, in each case as such agreement was in effect on the Amendment and Restatement Closing Date (or as amended in compliance with Section 7.08(b));
(c) in connection with (i) Requirements of Lawany Indebtedness described on Schedule 7.02, (ii) any Loan Document, Indebtedness otherwise permitted to be incurred under Section 7.02(b)(x) and (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing outstanding on the Effective Date and date any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of Person first becomes a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to of the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition)Borrower; provided that such agreement was not entered into created in contemplation of the purchase or other acquisition of such Person and does not extend to or cover any property or assets other than property and assets of the Person becoming a Restricted such Subsidiary and the restriction (or condition set forth in proceeds or products thereof);
(d) any such agreement does not apply to prohibiting other encumbrances on specific property and assets of the Borrower or any other Restricted Subsidiaryof its Subsidiaries, which agreement secures the payment of Indebtedness incurred solely to acquire, construct or improve such property or assets or to finance the purchase price therefor (including, without limitation, Capitalized Leases) and which Indebtedness is otherwise permitted to be incurred under the terms of this Agreement;
(e) any such agreement with or in favor of the holders of the Indebtedness of one or more of the Foreign Subsidiaries (or any agent for the holders of such Indebtedness) incurred pursuant to Section 7.02(b)(vi);
(f) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets; and
(g) restrictions any restriction or conditions in any Indebtedness permitted encumbrance imposed pursuant to Section 6.01 an agreement that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases has been entered into by Subsidiaries, the Borrower or any of its Subsidiaries for the Disposition of any of its property or assets so long as the Borrower has determined in good faith that such net worth provisions could not reasonably Disposition is otherwise permitted to be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsmade under Section 7.04.
Appears in 1 contract
Negative Pledge. The Borrower will not, and nor will not it ---------------- permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or by it, except Liens granted under the Loan Documents; provided that the foregoing shall not apply to restrictions Security Documents and conditions imposed byexcept:
(a) any Lien (iother than a Lien securing Debt) Requirements existing on any asset (other than an asset subject to a security interest granted under the Pledge Agreement or the Security Agreement) prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedacquisition;
(b) customary restrictions Liens for taxes not delinquent or being contested in good faith and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionby appropriate proceedings;
(c) restrictions and conditions contained in agreements relating deposits or pledges to the sale of a Subsidiary secure obligations under workers' compensation, social security or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary similar laws, or assets that is or are to be sold and such sale is permitted hereunderunder unemployment insurance;
(d) customary provisions in leasesmechanics', service agreementsworkers', licensesmaterialmen's, sublicenseswarehousemen's, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) landlords' or other deposits imposed by agreements entered into like Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith;
(e) easements, rights-of-way, charges, covenants, restrictions and matters of public record, survey defects and imperfections of title that do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business, in each case affecting real property;
(f) the reservation by any prior grantor of any right, title or interest in and to all oil, gas and other restrictions hydrocarbon substances, minerals, ores and metals of every nature and kind in and under real property that do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;
(g) any Liens securing Capital Financing Debt; provided that such Lien -------- does not attach to any asset other than the asset financed by such Capital Financing Debt and proceeds thereof;
(h) Liens, if any, on cash or deposits constituting Permitted Encumbrances)credit card receivables sold pursuant to the Credit Card Agreements that arise under the Credit Card Agreements by virtue of such sale and proceeds thereof;
(i) restrictions set forth on Schedule 6.07 Liens incurred in the ordinary course of business to secure performance of surety and any extensionindemnity bonds, renewal, amendment, modification or replacement thereof, except leases and other contracts (other than to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionsecure Debt);
(j) customary provisions interests (other than Debt) of a lessor or lessee arising under a lease;
(k) Liens in joint venture agreements favor of customs and other similar agreements applicable revenue authorities arising as a matter of law to joint ventures permitted secure payment of customs duties in connection with imported goods, which duties are not delinquent or are being contested in good faith by Section 6.02 and applicable solely appropriate proceedings;
(l) unperfected Liens on inventory arising in the ordinary course of business securing trade accounts payable to suppliers of such joint ventureinventory which are not past due or which are being contested in good faith; and
(km) customary net worth provisions contained Liens arising in real property leases entered into by Subsidiariesthe ordinary course of its business which (i) do not attach to any asset subject to a security interest granted under the Security Documents, so long as (ii) do not secure Debt or any other monetary obligation (other than judgments and appeal bonds not exceeding $2,000,000 in the Borrower has determined aggregate) and (iii) do not in good faith that such net worth provisions could not reasonably be expected to the aggregate materially detract from the value of its assets or materially impair the ability use thereof in the operation of the Borrower and its Subsidiaries to meet their ongoing obligationsbusiness.
Appears in 1 contract
Sources: Credit Agreement (Brylane Inc)
Negative Pledge. The Borrower will shall not, and will shall not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired for the benefit of the Secured Parties with respect by it (or any income therefrom or any right to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byreceive income therefrom), except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred Liens created pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedCollateral Documents;
(b) customary restrictions and conditions any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the Effective Second Amendment and Restatement Date and set forth in Schedule 7.02; provided that (i) such Lien shall not apply to any extension, renewal, amendment, modification other property or replacement thereof, except to asset of the extent Borrower or any Restricted Subsidiary and (ii) such amendment, modification or replacement expands Lien shall secure only those obligations which it secures on the scope of any such restriction or conditionSecond Amendment and Restatement Date;
(c) restrictions and conditions contained in agreements relating any Lien existing on any asset prior to the sale of acquisition thereof by the Borrower or a Subsidiary or any assets pending such saleRestricted Subsidiary; provided that such restrictions Lien was not created in contemplation of such event and conditions apply only does not extend to any other property of the Subsidiary Borrower or assets that is or are to be sold and such sale is permitted hereunderany Restricted Subsidiary;
(d) customary provisions any Lien existing on any asset of any Person at the time such Person becomes a Restricted Subsidiary or merges into the Borrower or any of its Restricted Subsidiaries in leases, service agreements, licenses, sublicenses, covenants connection with an Acquisition; provided that such Lien was not created in contemplation of such event and does not extend to s▇▇ and any other contracts restricting property of the assignment thereofBorrower or any Restricted Subsidiary;
(e) restrictions imposed by any agreement relating Liens upon the assets of the Borrower and its Restricted Subsidiaries subject to secured Indebtedness permitted by this Agreement Capital Lease Obligations to the extent incurred or assumed after the Closing Date in reliance on Section 7.01(a)(iii); provided that (i) such restriction applies Liens only serve to secure the payment of Indebtedness arising under such Capital Lease Obligation, (ii) the Lien encumbering the asset giving rise to the property securing such IndebtednessCapital Lease Obligation does not encumber any other asset of the Borrower or any Restricted Subsidiary (including any proceeds thereof, accessions thereto, any upgrades or improvements thereto) and (iii) the aggregate outstanding principal amount of all Indebtedness secured pursuant to this clause (e) and clause (f) after the Closing Date shall not exceed the greater of $100,000,000 and 2.50% of Consolidated Total Assets determined as of the date of the most recent creation of a Lien in reliance on this clause (e);
(f) any restrictions Lien on any asset securing Indebtedness incurred or conditions set forth assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset; provided that (i) such Lien attaches to such asset concurrently with or within 180 days after the acquisition or completion of construction thereof and attaches to no asset other than such asset so financed and (ii) the aggregate outstanding principal amount of all Indebtedness secured pursuant to clause (e) and this clause (f) after the Closing Date shall not exceed the greater of $100,000,000 and 2.50% of Consolidated Total Assets determined as of the date of the most recent creation of a Lien in any agreement in effect at any time any Person becomes reliance on this clause (f);
(g) Liens securing Indebtedness of the Borrower or a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; provided that such Liens, if they are on Collateral, are subordinated to the Liens securing the Obligations on terms satisfactory to the Administrative Agent;
(gh) restrictions any Lien arising out of any Permitted Refinancing; provided that the principal amount of such Indebtedness is not increased and such refinanced Indebtedness is not secured by any additional assets;
(i) Permitted Encumbrances;
(j) other Liens securing Indebtedness or conditions other obligations in an aggregate amount not exceeding $125,000,000 at any time outstanding; provided that any Indebtedness permitted or other obligations secured by such other Liens on the Collateral (i) shall not exceed $5,000,000 at any time outstanding and (ii) shall either (A) be secured on a junior priority basis to the Liens on the Collateral securing the Secured Obligations or (B) cause the Borrowing Base to be reduced by the amount of the obligations secured by such Liens on the Collateral;
(k) so long as the same is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations, Liens on Collateral securing Indebtedness incurred pursuant to Section 6.01 7.01(a)(xiv);
(l) [Reserved];
(m) so long as the Borrower’s Senior Secured Leverage Ratio shall be equal to or less than 3.50:1.00 on a Pro Forma Basis (including the incurrence of any Indebtedness under Section 7.01(a)(xvii) then being incurred))
(i) Liens placed upon the Equity Interests of any Restricted Subsidiary to secure Indebtedness incurred pursuant to Section 7.01(a)(xvii) in connection with the acquisition of such Restricted Subsidiary and (ii) Liens placed upon the assets of such Restricted Subsidiary or any of its Subsidiaries to secure Indebtedness (or to secure a Guarantee of such Indebtedness), in either case incurred pursuant to Section 7.01(a)(xvii) in connection with the acquisition of such Restricted Subsidiary; provided that such Liens shall be subject to the Term Loan Intercreditor Agreement in the capacity of, or on terms substantially the same as are applicable to, Fixed Asset Obligations;
(n) the modification, replacement, extension or renewal of any Lien permitted by (b), (d), (e), (f), (m) and (r) of this Section 7.02 upon or in the same assets theretofore subject to such Lien (other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.01 and proceeds and products thereof) or the Permitted Refinancing thereof or other obligations secured thereby as and to the extent permitted by Section 7.01;
(o) Liens deemed to exist by reason of (x) any encumbrance or restriction (including put and call arrangements) with respect to the Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement (including any Minority-Owned Affiliates) or (y) any encumbrance or restriction imposed under any contract for the sale by the Borrower or any of its Subsidiaries of the Equity Interests of any Subsidiary, or any business unit or division of the business or any Subsidiary permitted under this Agreement; provided that in each case such Liens shall extend only to the relevant Equity Interests;
(p) so long as the same is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations, other Liens on Collateral securing Indebtedness permitted to be incurred under Section 7.01(xi); provided that (i) on a Pro Forma Basis after giving effect to such incurrence, the Senior Secured Leverage Ratio would be equal to or assumed by a less than 3.50:1.00 (provided that any proceeds of such debt incurrence and any other substantially simultaneous debt incurrence shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio);
(q) Liens on property or other assets of any Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time Subsidiary Guarantor, which Liens secure Indebtedness of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into another Restricted Subsidiary that is not a Subsidiary Guarantor, in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures each case permitted by under Section 6.02 and applicable solely to such joint venture7.01; and
(kr) customary net worth provisions contained Liens on indebtedness incurred in real property leases entered into by Subsidiaries, so long as connection with a Sale and Leaseback Transaction with respect to the Borrower has determined in good faith Borrower’s Headquarters pursuant to Section 7.01(a)(xx); provided that such net worth provisions could Liens are not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationson Collateral.
Appears in 1 contract
Sources: Fourth Amendment and Restatement Agreement (Kindred Healthcare, Inc)
Negative Pledge. The Borrower Neither the Company nor any Subsidiary will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired for the benefit by any of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed bythem, except:
(a) (i) Requirements any Lien existing on the date of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) this Agreement and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced disclosed in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) the financial statements referred to in clauses (iv) Section 7.04 or set forth in Schedule 8.04, and (v) aboveany extension, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect renewal or replacement of any such restriction or condition contained in Lien so long as the Indebtedness being refinancedprincipal amount secured thereby is not increased and the scope of the property subject to such Lien is not extended;
(b) customary restrictions and conditions existing on the Effective Date and Liens imposed by law for taxes, assessments or charges of any extensionGovernmental Authority for claims not yet due, renewal, amendment, modification or replacement thereof, except to the extent any that such amendmentLien is being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained therefor, modification provided that no notice of Lien has been filed or replacement expands recorded under the scope of any such restriction or conditionCode;
(c) restrictions statutory Liens of landlords and conditions contained Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in agreements relating to the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderproperty subject thereto;
(d) customary provisions Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in leasesthe ordinary course of business in connection with workers' compensation, service agreements, licenses, sublicenses, covenants not to s▇▇ unemployment insurance and other contracts restricting the assignment thereofsocial security legislation;
(e) restrictions imposed by Liens on property of the Company or any agreement relating to secured Indebtedness permitted by this Agreement to Subsidiary securing (i) the extent such restriction applies only to non-delinquent performance of bids, trade contracts (other than for borrowed money), leases or statutory obligations, (ii) surety bonds (excluding appeal bonds and other bonds posted in connection with court proceedings or judgments) and (iii) other non- delinquent obligations of a like nature in each case incurred in the property securing such Indebtednessordinary course of business;
(f) any restrictions Liens consisting of judgment or conditions set forth judicial attachment liens and Liens securing contingent obligations on appeal bonds and other bonds posted in any agreement connection with court proceedings or judgments, provided that (i) in effect the case of judgment and judicial attachment liens, the enforcement of such Liens is effectively stayed, and (ii) all such Liens in the aggregate at any time any Person becomes a Restricted Subsidiary (but outstanding for the Company and its Subsidiaries do not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiaryexceed US$10,000,000;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the easements, rights-of-way, restrictions and conditions other similar encumbrances incurred in the Loan Documents ordinary course of business which, individually or are market terms at in the time aggregate, do not materially detract from the value of issuance and are imposed solely on such Restricted Subsidiary the property subject thereto or materially interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries;
(h) restrictions Liens securing obligations in respect of capital leases on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances)assets subject to such leases, provided that such capital leases are otherwise permitted hereunder;
(i) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or the applicable Subsidiary in excess of those set forth on Schedule 6.07 by regulations promulgated by the FRB and (ii) such deposit account is not intended by the Company or any extension, renewal, amendment, modification or replacement thereof, except Subsidiary to provide collateral to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditiondepository institution;
(j) customary provisions Liens arising in joint venture agreements connection with Securitization Transactions; provided that the aggregate investment or claim held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other similar agreements applicable rights to joint ventures permitted by Section 6.02 and applicable solely to such joint venturepayment in all Securitization Transactions shall not at any time exceed in the aggregate US$150,000,000; and
(k) customary net worth provisions contained in real property leases entered into addition to Liens permitted by Subsidiariessubsections (a) through (j) above, so long as the Borrower has determined other Liens securing Debt in good faith that such net worth provisions could a Dollar Equivalent amount not reasonably be expected to impair the ability exceeding 12.5% of the Borrower and its Subsidiaries to meet their ongoing obligationsConsolidated Shareholders' Equity.
Appears in 1 contract
Negative Pledge. The Borrower will not, and nor will not it permit any Restricted Subsidiary to, enter into any agreementcontract, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer permit to exist any Lien upon on any of their its respective properties property or revenuesassets of any kind (whether real or personal, tangible or intangible), whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byacquired, except:
(a) (i) Requirements Liens existing on the date hereof and securing indebtedness outstanding on the date hereof, each of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(vwhich is set forth on Schedule 7.2(a), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on Liens securing inter-company indebtedness owed to members of the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to Consolidated Group other than Liens securing inter-company indebtedness owed by the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionBorrower;
(c) restrictions Liens on property and conditions contained assets of any Person existing at the time such Person becomes a member of the Consolidated Group and not created in agreements relating to the sale of a Subsidiary or any assets pending such sale; contemplation thereof, and provided that such restrictions and conditions apply only Lien shall not extend to any other property of members of the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderConsolidated Group;
(d) customary provisions Liens on property or assets securing indebtedness incurred or assumed for the purpose of financing all or any part of the costs of acquiring, improving or constructing such property or assets; provided that (i) with respect to real property (and personal property constituting a part of a project which is the subject of an industrial revenue bond, private activity bond, solid waste disposal bond or similar financing), such Lien attaches concurrently with or within eighteen (18) months after the date of acquisition, completion, construction or improvement (including without limitation liens in leasesconnection with industrial revenue bonds, service agreementsprivate activity bonds, licensessolid waste disposal bonds or other similar financing activity), sublicenses(ii) with respect to personal property (other than the personal property referenced in clause (i) hereof), covenants not such Lien attaches concurrently with or within six (6) months after the date of acquisition, and (iii) such Lien shall extend only to s▇▇ and other contracts restricting the assignment thereofproperty or asset to be acquired or improved with such financing;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement Liens on property and assets prior to the extent acquisition thereof and not created in contemplation thereof, provided that such restriction applies only Lien shall not extend to any other property of members of the property securing such IndebtednessConsolidated Group;
(f) any restrictions Liens arising out of the refinancing, extension, renewal or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope refunding of any such restriction or condition); indebtedness secured by a Lien permitted by any of the foregoing clauses of this Section, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 such indebtedness is not secured by any additional property or assets, and any extension, renewal, amendment, modification or replacement thereof, except to (ii) the extent any amount of such amendment, modification or replacement expands the scope of any indebtedness secured by such restriction or conditionLien is not increased;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.
Appears in 1 contract
Negative Pledge. The Borrower will not, and will not --------------- permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byor, except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedEncumbrances;
(b) customary restrictions and conditions any Liens on any property or asset of the Borrower or any Subsidiary existing on the Effective Closing Date and set forth on Schedule 7.2; provided, ------------ -------- that such Lien shall not apply to any extension, renewal, amendment, modification other property or replacement thereof, except to asset of the extent Borrower or any such amendment, modification or replacement expands the scope of any such restriction or conditionSubsidiary;
(c) restrictions purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), -------- -------------- (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and conditions contained in agreements relating to (iv) the sale Indebtedness secured thereby does not exceed the cost of a Subsidiary acquiring, constructing or any assets pending improving such sale; provided that such restrictions and conditions apply only to the Subsidiary fixed or assets that is or are to be sold and such sale is permitted hereundercapital assets;
(d) customary provisions any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, -------- that any such Lien was not created in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ the contemplation of any of the foregoing and other contracts restricting any such Lien secures only those obligations which it secures on the assignment thereof;date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and
(e) restrictions imposed by extensions, renewals, or replacements of any agreement relating Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount -------- of the Indebtedness secured Indebtedness permitted by this Agreement thereby is not increased and that any such extension, renewal or replacement is limited to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsassets originally encumbered thereby.
Appears in 1 contract
Negative Pledge. The Borrower will not, and will not permit any Restricted of its Subsidiary Guarantors to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byor, except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than Liens securing the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedObligations;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionPermitted Encumbrances;
(c) restrictions and conditions contained in agreements relating to any Liens on any property or asset of the sale of a Subsidiary Borrower or any assets pending such saleSubsidiary existing on the Closing Date set forth on Schedule 7.2; provided provided, that such restrictions and conditions Lien shall not apply only to any other property or asset of the Subsidiary Borrower or assets that is or are to be sold and such sale is permitted hereunderany Subsidiary;
(d) customary provisions purchase money Liens upon or in leasesany fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, service agreementsconstruction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, licensesthat (i) such Lien secures Indebtedness permitted by Section 7.1(c), sublicenses(ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, covenants improvement or completion of the construction thereof; (iii) such Lien does not extend to s▇▇ any other asset; and other contracts restricting (iv) the assignment thereofIndebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;
(e) restrictions imposed by rights of set off, rights over a margin call account, any agreement relating to secured Indebtedness permitted by this Agreement to form of cash collateral or similar arrangement, in any case for obligations incurred in respect of any Hedging Transactions so long as such Liens do not encumber assets securing the extent such restriction applies only to the property securing such IndebtednessObligations;
(f) Liens on direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any restrictions or conditions set forth agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in any agreement in effect at any time any Person becomes a Restricted Subsidiary each case maturing within 90 days from the date of acquisition thereof (but not any modification or amendment expanding the scope of any such restriction or condition“Treasuries”), securing Indebtedness permitted by Section 7.1(j); provided provided, that such agreement was Treasuries are purchased solely with the proceeds of Indebtedness permitted by Section 7.1(j) and other cash and Permitted Investments of the Borrower not entered into held in contemplation the Cash Collateral Account of not more than 3% of the amount of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in proceeds of such agreement does Indebtedness; provided, further, that such Liens shall not apply to any other property or asset of the Borrower or any other Restricted Subsidiary;; and
(g) restrictions extensions, renewals, or conditions replacements of any Lien referred to in any paragraphs (a) through (e) of this Section 7.2; provided, that the principal amount of the Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that secured thereby is not a Loan Party increased and that any such extension, renewal or replacement is limited to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsassets originally encumbered thereby.
Appears in 1 contract
Sources: Revolving Credit Agreement (NGP Capital Resources CO)
Negative Pledge. The Borrower Company will not, and will not permit any Restricted Subsidiary of its Material Subsidiaries to, enter into any agreementdirectly or indirectly, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations any of its present or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byfuture Property, except:
(a) any Lien on any Property (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financinga line of credit secured by inventory or accounts receivable, are market terms at class of Property) existing on the time of issuance Closing Date and (B) referred to clause (v) above, such restrictions shall not expand the scope set forth in any material respect of any such restriction or condition contained in the Indebtedness being refinancedSchedule 7.01;
(b) customary restrictions and conditions existing any Lien on any asset securing all or any part of the Effective Date and purchase price of property or assets (including inventories) acquired or any extensionportion of the cost of construction, renewaldevelopment, amendment, modification alteration or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope improvement of any property, facility or asset or Indebtedness incurred or assumed solely for the purpose of financing all or any part of the cost of acquiring or constructing, developing, altering or improving such restriction property, facility or conditionasset, which Lien attached solely to such property, facility or asset during the period that such property, facility or asset was being constructed, developed, altered or improved or concurrently with or within 120 days after the acquisition, construction, development, alteration or improvement thereof;
(c) restrictions and conditions contained in agreements relating to the sale Liens of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only existing prior to the time such Subsidiary or assets that is or are became a Subsidiary of the Company which (i) do not secure Indebtedness exceeding the aggregate principal amount of Indebtedness subject to be sold such Lien prior to the time such Subsidiary became a Subsidiary of the Company, (ii) do not attach to any Property other than the Property attached pursuant to such Lien prior to the time such Subsidiary became a Subsidiary of the Company, and (iii) were not created in contemplation of such sale is permitted hereunderSubsidiary becoming a Subsidiary of the Company;
(d) customary provisions any Lien on any Property existing thereon at the time of the acquisition of such Property and not created in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereofconnection with or in contemplation of such acquisition;
(e) restrictions imposed any Lien on any Property (or, in the case of a line of credit secured by any agreement relating inventory or accounts receivable, class of Property) securing an extension, renewal, refunding or replacement of Indebtedness or a line of credit secured by a Lien referred to secured Indebtedness permitted by this Agreement in clauses (a), (b), (c) or (d) above, provided that such new Lien is limited to the extent such restriction applies only Property (or, in the case of a line of credit secured by inventory or accounts receivable, class of Property) which was subject to the property securing prior Lien immediately before such Indebtednessextension, renewal, refunding or replacement, and provided that the principal amount of Indebtedness or the amount of the line of credit secured by the prior Lien is not increased immediately before or in contemplation of or in connection with such extension, renewal, refunding or replacement;
(f) any restrictions Lien securing taxes, assessments and other governmental charges, the payment of which is not yet due or conditions set forth the payment of which is being contested in any agreement good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserves or other appropriate provision, if any, as shall be required by Mexican GAAP or, in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope case of Material Subsidiaries organized under laws of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and other jurisdiction, the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiaryapplicable GAAP therein, shall have been made;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is Liens incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security;
(h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, repairmen or the like arising in the ordinary course of business for sums not yet due or the payment of which is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserves or other restrictions on cash or deposits constituting Permitted Encumbrances)appropriate provision, if any, as shall be required by Mexican GAAP or, in the case of Material Subsidiaries organized under the laws of any other jurisdiction, the applicable GAAP therein, shall have been made;
(i) restrictions set forth on Schedule 6.07 and any extensionLien created by attachment or judgment, renewalunless the judgment it secures shall not, amendment, modification or replacement within 60 days after the entry thereof, except to have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the extent any such amendment, modification or replacement expands the scope expiration of any such restriction or condition;stay; and
(j) customary provisions Liens on accounts receivable or inventories created to secure working capital borrowings not exceeding in joint venture agreements and the aggregate the greater of (i) US$100,000,000 (or the equivalent in other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
currencies) or (kii) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability 15% of the Borrower Consolidated Net Worth of the Company, less the amount of any Guaranty Obligations incurred by the Company or any of its Consolidated Subsidiaries for the account of parties other than the Company and its Subsidiaries to meet their ongoing obligationsConsolidated Subsidiaries.
Appears in 1 contract
Sources: Loan Agreement (Gruma Sa De Cv)
Negative Pledge. The Borrower will notNo Obligor shall (and the Company shall procure that no member of the Bank Group shall), and will not without the prior written consent of an Instructing Group, create or permit to subsist any Restricted Subsidiary to, enter into any agreement, instrument, deed Encumbrance over all or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties its present or revenues, whether now owned future revenues or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byassets other than an Encumbrance:
(a) which is an Existing Encumbrance set out in:
(i) Requirements Part 1A of Law, Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released within 10 Business Days of the Merger Closing Date; or
(ii) any Loan Document, Part 1B of Schedule 10 (iiiExisting Encumbrances) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to the principal amount secured thereby may not be increased unless any Encumbrance in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedincreased amount would be permitted under another paragraph of this Clause 25.2;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification which arises by operation of Law or replacement thereof, except to the extent any such amendment, modification by a contract having a similar effect or replacement expands the scope under an escrow arrangement required by a trading counterparty of any such restriction member of the Bank Group and in each case arising or conditionentered into the ordinary course of business of the relevant member of the Bank Group;
(c) restrictions which is created pursuant to any of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing), any Bridge Finance Documents and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderSenior Secured Notes Documents;
(d) customary provisions in leasesarising from any Finance Leases, service agreements, licenses, sublicenses, covenants not sale and leaseback arrangements or Vendor Financing Arrangements permitted to s▇▇ and other contracts restricting the assignment thereofbe incurred pursuant to Clause 25.4 (Financial Indebtedness);
(e) restrictions imposed which arises in respect of any right of set-off, netting arrangement, title transfer or title retention arrangements which:
(i) arises in the ordinary course of trading and/or by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtednessoperation of Law;
(fii) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not is entered into by any member of the Bank Group in contemplation the normal course of such Person becoming its banking arrangements for the purpose of netting debit and credit balances on bank accounts of members of the Bank Group operated on a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiarynet balance basis;
(giii) restrictions arises in respect of netting or conditions set off arrangements contained in any Indebtedness Hedging Agreement or other contract permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely under Clause 25.12 (Limitations on such Restricted Subsidiary and its SubsidiariesHedging);
(hiv) restrictions is entered into by any member of the Bank Group on cash (terms which are generally no worse than the counterparty’s standard or Permitted Investments) or other deposits imposed by agreements usual terms and entered into in the ordinary course of business of the relevant member of the Bank Group; or
(v) which is a retention of title arrangement with respect to customer premises equipment in favour of a supplier (or other restrictions on cash its Affiliate); provided that the title is only retained to individual items of customer premises equipment in respect of which the purchase price has not been paid in full;
(f) which arises in respect of any judgment, award or deposits constituting Permitted Encumbrances)order or any tax liability for which an appeal or proceedings for review are being diligently pursued in good faith, provided that the affected member of the Bank Group shall have or will establish such reserves as may be required under applicable generally accepted accounting principles in respect of such judgment, award, order or tax liability;
(g) over or affecting any asset acquired by a member of the Bank Group after the Original Execution Date and subject to which such asset is acquired, if:
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to such Encumbrance was not created in contemplation of the extent any acquisition of such amendment, modification or replacement expands asset by a member of the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint ventureBank Group; and
(ii) the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member of the Bank Group, is Financial Indebtedness which at all times falls within paragraph (g) or (k) customary net worth provisions contained in real property leases entered into by Subsidiaries, of Clause 25.4 (Financial Indebtedness) and the amount of Financial Indebtedness so long as the Borrower has determined in good faith that such net worth provisions could secured is not reasonably be expected to impair the ability increased at any time;
(h) over or affecting any asset of any company which becomes a member of the Borrower and its Subsidiaries Bank Group after the Original Execution Date, where such Encumbrance is created prior to meet their ongoing obligations.the date on which such company becomes a member of the Bank Group, if:
(i) such Encumbrance was not created in contemplation of the acquisition of such company; and
Appears in 1 contract
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired acquired, except for the benefit following (collectively, “Permitted Liens”):
(a) Liens securing the Obligations and Liens in favor of the Secured Parties with respect Collateral Agent pursuant to the Secured Obligations Security Documents securing the “Obligations” (under and as defined in the Note Purchase Agreement as in effect on the date hereof) pari passu (and pursuant to the Intercreditor Agreement) with the Obligations;
(b) Permitted Encumbrances;
(c) any Liens on any property or under asset of the Loan DocumentsBorrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided that the foregoing (i) such Lien shall not apply to restrictions any other property or asset of the Borrower or any Subsidiary and conditions imposed by:
(a) (i) Requirements of Law, (ii) any Loan Document, only Liens securing Indebtedness or other obligations in excess of $250,000 as of the Closing Date are required to be disclosed on Schedule 7.2;
(iiid) [reserved], Liens securing Permitted Senior Secured Debt;
(ive) any documentation governing Incremental Equivalent Debt, (vLiens securing the Indebtedness permitted under Section 7.1(c) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (viand/or Section 7.1(i) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions Liens shall not expand encumber any of the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such saleCollateral; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;and
(f) any restrictions extensions, renewals, or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope replacements of any such restriction or condition)Lien referred to in paragraphs (a) through (e) of this Section; provided that the principal amount of the Indebtedness secured thereby is not increased and that any such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction extension, renewal or condition set forth in such agreement does not apply replacement is limited to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsassets originally encumbered thereby.”
Appears in 1 contract
Negative Pledge. The Borrower will not, and not nor will not it permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party its Subsidiaries to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byby it, except:
(a) (i) Requirements Liens securing up to $12.6 million of Lawthe Tranche B Term Loan under the Term Loan Agreement, (ii) any Loan DocumentLiens created by and existing under the Financing Documents hereunder, and (iii) [reserved]other mortgage Liens to the extent not prohibited, both before and after giving effect thereto, by the provisions of Sections 5.21 (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Consolidated Senior Secured Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxviiConsolidated Total Capital Ratio) and Section 5.22 (vii) any documentation governing any Permitted Refinancing incurred Consolidated Unencumbered Realty to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedConsolidated Unsecured Debt Ratio);
(b) customary restrictions and conditions existing on the Effective Date and any extensioncarriers', renewalwarehousemen's, amendmentmechanics', modification or replacement thereoflandlords', except to the extent any such amendmentmaterialmen's, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leasesrepairmen's, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) statutory banker's or other deposits imposed by agreements entered into like Liens arising in the ordinary course of business and which are not overdue for a period of more than thirty (30) days or which are being contested in good faith by appropriate proceedings;
(c) Liens for taxes, assessments or other restrictions governmental charges not yet due or which are being contested in good faith and by appropriate proceedings and for which adequate reserves are taken in accordance with generally accepted accounting principals;
(d) Liens imposed by law on cash pledges or deposits constituting Permitted Encumbrancesin connection with workmen's compensation, unemployment insurance and other social security legislation which do not interfere with or adversely affect in any material respect the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(e) deposits to secure the performance of bids, tenders, trade or government contracts (other than for borrowed money), leases, licenses, statutory obligations, surety bonds (other than in relation to judgments), performance bonds, reserves for capital improvements and other obligations of a like nature incurred in the ordinary course of business;
(f) easements, rights-of-way, zoning and similar restrictions and other encumbrances or title defects incurred, or leases or subleases granted to others which are in existence as of the date hereof, or if not in existence as of the date hereof, do not interfere with or adversely affect in any material respect the ordinary conduct of the business, or detract from the value of the property, of the Borrower or any of its Subsidiaries;
(g) Liens securing reimbursement obligations with respect to trade letters of credit issued in the ordinary course of business; provided that such Liens only attach to the assets being acquired with the proceeds of such letters of credit;
(h) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien, to the extent such Lien is permitted by any of the foregoing clauses of this Section; provided that such Debt is not increased and is not secured by any additional assets;
(i) restrictions set forth Liens on Schedule 6.07 and properties securing security deposits of tenants, provided that the aggregate amount of such security deposits secured by such Liens shall not exceed 5% of Consolidated Total Capital at any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;time outstanding; and
(j) customary provisions in joint venture agreements and other similar agreements applicable Liens securing Debt of any Subsidiary or Specified Affiliate owing to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiariesthe Borrower, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsany Subsidiary or Specified Affiliate.
Appears in 1 contract
Negative Pledge. The Borrower will notEntities shall not incur, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer or permit to exist any Lien upon on any of their respective properties property or revenuesassets or on any income or rights in respect of any thereof, whether now owned or hereafter acquired for except the benefit of following (the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:"Permitted Liens"):
(a) (i) Requirements Liens incurred and arising out of Lawsurety bonds, (ii) any Loan Documentappeal bonds, (iii) [reserved]statutory obligations, (iv) any documentation governing Incremental Equivalent Debtbids, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt performance and return of money and similar obligations and pledges or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into made in the ordinary course of business (or in connection with worker compensation, unemployment insurance, old age pensions and other restrictions on cash or deposits constituting Permitted Encumbrances)social security benefits;
(iii) restrictions set forth on Schedule 6.07 Liens imposed by law, including carriers', warehousemen's, mechanics', materialmen's and any extensionvendors' Liens incurred in the ordinary course of business and securing obligations which are not yet due or which are being contested in good faith by appropriate proceedings, renewal, amendment, modification or replacement thereof, except to the extent and in any such amendment, modification or replacement expands the scope of any such restriction or conditioncase as to which it shall have set aside adequate cash reserves in accordance with GAAP;
(jiii) customary provisions Liens securing the payment of taxes, assessments and governmental charges or levies, either not yet due and payable or being contested in joint venture agreements good faith by appropriate legal or administrative proceedings, and in any such case as to which it shall have set aside adequate cash reserves in accordance with GAAP;
(iv) zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title which do not in the aggregate impair the use of any parcel of property material to the operation of the business of the Company or the value of such property for the purpose of the business of the Company;
(v) Liens securing purchase money Indebtedness; provided, however, that each such Lien does not secure any other similar agreements applicable to joint ventures Indebtedness and does not encumber any property other than that property acquired with the proceeds of such Indebtedness;
(vi) extensions and renewals of Liens permitted hereunder; provided, however, that the Indebtedness secured thereby is not increased and the Lien does not encumber any property not previously encumbered by Section 6.02 and applicable solely to such joint venturethe Lien so extended or renewed; and
(kvii) customary net worth provisions contained in real property leases entered into Liens securing indebtedness permitted by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsSection 8(a)(i).
Appears in 1 contract
Negative Pledge. The Borrower This Condition 5 (Negative Pledge) only applies to Senior Notes. So long as any Senior Note remains outstanding (as defined in the Agency Agreement), the Issuer will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease ensure that prohibits or limits the ability none of any Loan Party to its Subsidiaries will create, incuror have outstanding any mortgage, assume charge, lien, pledge or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:
other security interest (a) other than (i) Requirements arising solely by operation of Law, law or (ii) any Loan Document, a Permitted Security Interest) (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(veach a "Security Interest"), 6.01(a)(viiiupon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness, or 6.01(a)(xxvii) and (vii) payment under any documentation governing guarantee or indemnity granted by the Issuer or any Permitted Refinancing incurred to refinance any such Indebtedness referenced Subsidiary in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any Relevant Indebtedness without at the same time or prior thereto according to the Notes and the Coupons the same security as is created or subsisting to secure any such restriction Relevant Indebtedness, guarantee or condition contained indemnity or such other security as shall be approved by an Extraordinary Resolution (as defined in the Indebtedness being refinanced;
(bAgency Agreement) customary restrictions and conditions existing on of the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions Noteholders. The Guarantor has agreed in the Loan Documents or are market terms at Deed of Guarantee in respect of the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by SubsidiariesSenior Notes that, so long as any Senior Note remains outstanding (as defined in the Borrower has determined Agency Agreement), the Guarantor will not, and will ensure that none of its Principal Subsidiaries will create, or have outstanding, any Security Interest (other than (i) arising solely by operation of law or (ii) a Permitted Security Interest), upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness, or payment under any guarantee or indemnity granted by the Guarantor or any Principal Subsidiary in good faith that respect of any Relevant Indebtedness without at the same time or prior thereto according to the Deed of Guarantee the same security as is created or subsisting to secure any such net worth provisions could not reasonably Relevant Indebtedness, guarantee or indemnity or such other security as shall be expected to impair approved by an Extraordinary Resolution (as defined in the ability Agency Agreement) of the Borrower and its Subsidiaries to meet their ongoing obligations.Noteholders. In these Conditions:
Appears in 1 contract
Sources: Fiscal Agency Agreement
Negative Pledge. The Borrower Sponsor will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties its assets or revenues, whether property now owned or hereafter acquired for the benefit (other than any shares of stock of the Secured Parties with respect to Sponsor that are repurchased by the Secured Obligations Sponsor and retired or under held by the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed bySponsor) or, except:
(a) (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedEncumbrances;
(b) customary restrictions and conditions any Liens on any property or asset of the Sponsor or any Subsidiary existing on the Effective Date and set forth on Schedule 8.2; provided, that such Lien shall not apply to any extension, renewal, amendment, modification other property or replacement thereof, except to asset of the extent Sponsor or any such amendment, modification or replacement expands the scope of any such restriction or conditionSubsidiary;
(c) restrictions purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 8.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and conditions contained (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets together with all interest, fees and costs incurred in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderconnection therewith;
(d) customary provisions any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Sponsor, (ii) existing on any asset of any Person at the time such Person is merged with or into the Sponsor or any Subsidiary of the Sponsor or (iii) existing on any asset prior to the acquisition thereof by the Sponsor or any Subsidiary of the Sponsor; provided, that any such Lien was not created in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ the contemplation of any of the foregoing and other contracts restricting any such Lien secures only those obligations which it secures on the assignment thereofdate that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition;
(e) restrictions imposed by extensions, renewals, or replacements of any agreement relating Lien referred to in paragraphs (a) through (d) of this Section 8.2; provided, that the principal amount of the Indebtedness secured Indebtedness permitted by this Agreement thereby is not increased and that any such extension, renewal or replacement is limited to the extent such restriction applies only to the property securing such Indebtedness;assets originally encumbered thereby; and
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary[Reserved];
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to Liens securing the extent such restrictions or conditions are no more restrictive in any material respect than obligations of the restrictions and conditions in Sponsor under the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;Revolving Credit Agreement; and
(h) restrictions Liens on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course shares of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and stock of any extension, renewal, amendment, modification or replacement thereof, except Foreign Subsidiary to the extent that the Guaranteed Obligations are secured pari passu with any such amendment, modification other Indebtedness or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsobligations secured thereby.
Appears in 1 contract
Negative Pledge. The Borrower will not, and will not permit any Restricted Subsidiary to, enter Enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired for the benefit assets except (i) in favor of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:
(a) (i) Requirements of Law, (ii) any Loan Document, in connection with (iii) [reserved], (ivA) any documentation governing Incremental Equivalent Surviving Debt, (vB) any documentation purchase money Debt permitted by Section 5.02(b)(iii) solely to the extent that the agreement or instrument governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing such Debt or Permitted Second Priority Refinancing prohibits a Lien on the property acquired with the proceeds of such Debt, (viC) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viiiCapitalized Lease permitted by Section 5.02(b)(iv) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, (D) any Debt outstanding on the date any Subsidiary of such amendment, modification or replacement expands the scope of any Loan Party becomes such restriction or condition;
(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that so long as such agreement was not entered into solely in contemplation of such Person Subsidiary becoming a Restricted Subsidiary and of such Loan Party), (E) any agreement where such the restriction or condition set forth in such agreement does not apply prohibition of the creation of the Lien is rendered ineffective by the Uniform Commercial Code, (F) the First Lien Loan Documents (subject to the Borrower or terms of the Intercreditor Agreement), (G) customary restrictions in connection with Debt permitted under Section 5.02(b), (H) any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by agreement of a Restricted Subsidiary that is not a Loan Party to governing the extent such restrictions Debt permitted by Section 5.02(b), (I) applicable law, (J) customary provisions restricting subletting or conditions are no more restrictive assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary, (K) customary provisions restricting assignment of any agreement entered into by the Borrower or a Subsidiary in the ordinary course of business, (L) any material respect than holder of a Lien permitted by Section 5.02(a) restricting the transfer of the property subject thereto, (M) customary restrictions and conditions contained in any agreement relating to the Loan Documents sale of any property permitted under Section 5.02(e) pending the consummation of such sale or are market terms at in leases, subleases, licenses or sub-licenses relating to the time of issuance assets covered thereby, (N) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and are imposed solely on such Restricted Subsidiary stock sale agreements and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar Person, (or other O) restrictions on cash or other deposits constituting or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, (P) any instrument governing Debt assumed in connection with any Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and Acquisition, which encumbrance or restriction is not applicable to any extensionPerson, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification properties or replacement expands the scope assets of any such restriction Person, other than the Person or condition;
the properties or assets of the Person so acquired, (jQ) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable relating solely to such joint venture, or (R) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to above; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith provided that such net worth provisions could not reasonably be expected amendments or refinancings are no more materially restrictive with respect to impair the ability of the Borrower such encumbrances and its Subsidiaries restrictions than those prior to meet their ongoing obligationssuch amendment or refinancing.
Appears in 1 contract
Sources: Second Lien Term Loan Agreement (Berliner Communications Inc)
Negative Pledge. The Borrower will not, and Company will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist create any Lien upon on any of their respective properties its property or revenuesassets to secure any indebtedness for borrowed money without in any such case effectively providing that the Notes shall be secured equally and ratably with (or prior to) such secured indebtedness, whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documentsso long as such secured indebtedness shall be so secured; provided provided, however, that the foregoing restrictions shall not apply to restrictions and conditions imposed byto:
(a) (i) Requirements of Law, (ii) Liens on any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt property or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms assets existing at the time of issuance and acquisition thereof (Bincluding acquisition through merger or consolidation) referred to clause (v) abovesecure, or securing, the payment of all or any part of the purchase price, cost of improvement or construction cost thereof or securing any indebtedness incurred prior to, at the time of or within 180 days after, the acquisition of such restrictions shall not expand property or assets or the scope in any material respect completion of any such restriction improvement or condition contained construction, whichever is later, for the purpose of financing all or any part of the purchase price, cost of improvement or construction cost thereof or to secure or securing the repayment of money borrowed to pay, in whole or in part, such purchase price, cost of improvement or construction cost or any vendor’s privilege or lien on such property securing all or any part of such purchase price, cost of improvement or construction cost, including title retention agreements and leases in the Indebtedness being refinancednature of title retention agreements (provided such Liens are limited to such property or assets and to improvements on such property);
(b) customary restrictions Liens arising by operation of law;
(c) any other Lien arising in connection with indebtedness for borrowed money if, after giving effect to such Lien and conditions existing on any other Lien created pursuant to this paragraph (c), at the Effective Date and time such ▇▇▇▇ is granted the aggregate principal amount of the indebtedness for borrowed money that is secured pursuant to this paragraph (c) would not exceed 5% of Consolidated Net Worth; and
(d) any extension, renewal, amendment, modification substitution or replacement thereof(or successive extensions, except to the extent any such amendmentrenewals, modification substitutions or replacement expands the scope replacements), as a whole or in part, of any such restriction or condition;
of the Liens referred to in paragraphs (a) to (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary above or any assets pending such saleindebtedness secured thereby; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification substitution or replacement thereofLien shall be limited to all or any part of substantially the same property or assets that secured the Lien extended, except to renewed, substituted or replaced (plus improvements on such property) and the extent any principal amount of indebtedness secured by such amendment, modification or replacement expands the scope of any Lien at such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could time is not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsincreased.
Appears in 1 contract
Sources: Fifth Supplemental Indenture (Brookfield Asset Management Ltd.)
Negative Pledge. The No Borrower will notshall, and will not nor shall any Borrower permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byassets except:
(a) (i) Requirements negative pledges existing on property of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) LS&Co and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) its Subsidiaries on the Closing Date and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedlisted on SCHEDULE 7.16;
(b) customary restrictions negative pledges in favor of the Agent and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionLenders;
(c) restrictions and conditions contained negative pledges in agreements relating connection with any purchase money Debt permitted under SECTION 7.18(C)(III) solely to the sale extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderDebt;
(d) customary provisions negative pledges in leases, service agreements, licenses, sublicenses, covenants not connection with any Capital Lease permitted under SECTION 7.18(C)(XVIII) solely to s▇▇ and other contracts restricting the assignment thereofextent that such Capital Lease prohibits a Lien on the property subject thereto;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to negative pledges on the property securing such Indebtednesssubject to Equipment Financing Transactions permitted under SECTION 7.18(C)(VIII) and Real Estate Financing Transactions permitted under SECTION 7.18(C)(VII), and negative pledges on the property subject to Liens permitted under SECTION 7.16;
(f) any restrictions or conditions set forth negative pledges on IP Rights licensed from third parties, provided such negative pledges expressly permit Liens on such IP Rights in any agreement favor of the Agent and in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding favor of the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and collateral agent for the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted SubsidiaryTerm Loan Lenders;
(g) restrictions or conditions negative pledges with respect to property of LS&Co and its Subsidiaries contained in documentation for any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Capital Markets Transaction (provided such negative pledges expressly permit Liens in favor of the Agent and in favor of the agent for the Term Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time Lenders) on all assets of issuance and are imposed solely on such Restricted Subsidiary LS&Co and its Subsidiaries, and Liens on equipment subject to Equipment Financing Transactions, real property subject to Real Estate Financing Transactions, accounts receivable subject to Permitted Foreign Receivables Transactions, inventory subject to Foreign Inventory Transactions and property subject to any other Lien permitted under SECTION 7.16;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into negative pledges contained, as of the Closing Date, in the ordinary course documentation for the Term Loan Facility or any replacement, extension or renewal thereof permitted under SECTION 7.27; PROVIDED that any negative pledge permitted pursuant to the immediately foregoing clause (ii) shall in no case directly or indirectly prohibit the first priority Lien of business (or other restrictions the Lenders on cash or deposits constituting Permitted Encumbrances);such assets; and
(i) restrictions set forth negative pledges on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope property of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Foreign Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.
Appears in 1 contract
Sources: Credit Agreement (Levi Strauss & Co)
Negative Pledge. The Borrower will Guarantor shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon on any of their respective properties or revenues, whether asset now owned or hereafter acquired by it, except for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:following (collectively called "Permitted Liens"):
(a) Liens in connection with Permitted Transactions (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions as defined in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedRevolving Credit Agreement);
(b) customary restrictions Liens for current Taxes (as defined in the Revolving Credit Agreement) not delinquent or for Taxes being contested in good faith and conditions existing on the Effective Date by appropriate proceedings and any extension, renewal, amendment, modification or replacement thereof, except with respect to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionwhich adequate reserves are being maintained in accordance with GAAP;
(c) restrictions and conditions contained Liens shown on Schedule 9.2 of the Revolving Credit Agreement on the Closing Date (as defined in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderRevolving Credit Agreement);
(d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is Liens incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time ordinary course of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) business in connection with worker's compensation, unemployment insurance or other deposits imposed by agreements forms of governmental insurance or benefits or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(e) Liens of mechanics, carriers, and materialmen and other like Liens arising in the ordinary course of business in respect of obligations which are not delinquent or other restrictions which are being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;
(f) Liens arising in the ordinary course of business for sums being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP, or for sums not due, and in either case not involving any deposits or advances for borrowed money or the deferred purchase price of property or services;
(g) Liens on cash or deposits constituting Permitted Encumbrancesreal estate to the extent real estate Investments (as defined in the Revolving Credit Agreement) are permitted by Section 9.10(e)(iii) of the Revolving Credit Agreement;
(h) Liens in favor of the trustee on sums required to be deposited with the trustee under the Indentures (as defined in the Revolving Credit Agreement);
(i) restrictions set forth If Section 9.1(II) of the Revolving Credit Agreement is then in effect, Liens on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to indebtedness permitted by Section 9.1(II)(o) of the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionRevolving Credit Agreement;
(j) customary provisions If Section 9.1(II) of the Revolving Credit Agreement is then in joint venture agreements effect, Liens on assets of Guarantor or any of its Subsidiaries and other similar agreements applicable which are not otherwise permitted to joint ventures be incurred pursuant to the foregoing clauses (a) - (i) securing indebtedness permitted by Section 6.02 9.1(II)(p) of the Revolving Credit Agreement; provided, however, that the aggregate fair market value of the property and applicable solely other assets subject to any such joint ventureLiens, calculated at the time such Liens are incurred, shall not exceed three and six- tenths percent (3.6%) of the Total Shareholders' Equity of Guarantor; and
(k) customary net worth provisions If Section 9.1(I) of the Revolving Credit Agreement is then in effect, Liens on assets of Guarantor or any of its Subsidiaries and which are not otherwise permitted to be incurred pursuant to the foregoing clauses (a) - (h) securing indebtedness not prohibited by Section 9.1(I) of the Revolving Credit Agreement; provided, however, that the aggregate fair market value of the property and other assets subject to any such Liens, calculated at the time such Liens are incurred, shall not exceed twelve percent (12%) of Total Shareholders' Equity (as defined in the Revolving Credit Agreement) of Guarantor. Notwithstanding the foregoing, if Section 9.2 of the Revolving Credit Agreement (or any successor section thereto) or any definitions set forth or used therein are amended or modified in accordance with the terms of the Revolving Credit Agreement either as the result of an amendment or modification to such section in the Revolving Credit Agreement or Guarantor's execution and delivery of a new credit facility in replacement, restatement or substitution for the Revolving Credit Agreement, this Section 4.4 shall be deemed to be amended and modified to the extent set forth in the Revolving Credit Agreement (as amended or modified) or any new credit facility entered into in replacement, restatement or substitution for the Revolving Credit Agreement; provided that (i) no Default or Event of Default exists under the Restated Credit Agreement, (ii) the Required Banks have determined, in their sole and absolute discretion, that any proposed amendment or modification to this Section 4.4 will not in any way violate, contravene or conflict with Regulation U or Regulation G, (c) if requested by the Administrative Agent, the Banks shall have received an opinion of counsel satisfactory to the Administrative Agent and its counsel to the effect that any such proposed amendment or modification to this Section 4.4 will not in any way violate, contravene or conflict with Regulation U or Regulation G and addressing such other legal matters as reasonably requested by the Administrative Agent, (d) upon the request of the Administrative Agent, the Banks shall have received a certificate of the chief financial officer or a vice president with responsibility for or knowledge of financial matters of the Guarantor setting forth a calculation of the Collateral Ratio and (e) without limiting anything contained in real property leases entered into this Section 4.4, if Guarantor shall grant a Lien with respect t▇ ▇▇▇ ▇▇ ▇▇▇ assets to any third party not otherwise permitted by Subsidiariesclauses (a)-(l) above, so long as the Borrower has determined in good faith that Banks shall be equally and ratably secured with respect to such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsassets.
Appears in 1 contract
Sources: Guaranty (Hilbert Stephen C)
Negative Pledge. The (a) None of IR Parent or any Borrower will, nor will not, and will not it permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist guarantee any Lien upon indebtedness for money borrowed secured by a Mortgage on any Principal Property of their respective properties any Borrower, IR Parent or revenuesany Restricted Subsidiary or on any shares or indebtedness of any Restricted Subsidiary (whether such Principal Property, whether shares or indebtedness are now owned or hereafter acquired acquired) without, in any such case, effectively providing concurrently with the creation, assumption or guaranteeing of such indebtedness that the Loans and the obligations of the Loan Parties hereunder and under the Notes (together, if any Borrower or IR Parent shall so determine, with any other indebtedness then or thereafter existing created, assumed or guaranteed by such Borrower, IR Parent or such Restricted Subsidiary ranking equally with the Loans and the obligations of the Loan Parties hereunder and under the Notes) shall be secured equally and ratably with such indebtedness, excluding, however, from the foregoing any indebtedness secured by a Mortgage (including any extension, renewal or replacement, or successive extensions, renewals or replacements, of any Mortgage hereinafter specified or any indebtedness secured thereby, without increase of the principal of such indebtedness):
(i) on property, shares or indebtedness of any entity which Mortgage exists at the time such entity becomes a Restricted Subsidiary; or
(ii) on property existing at the time of acquisition thereof by a Borrower, IR Parent or a Restricted Subsidiary, or securing any indebtedness incurred by a Borrower, IR Parent or a Restricted Subsidiary prior to, at the time of or within 180 days after the later of the acquisition, the completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such property, which indebtedness is incurred for the benefit purpose of financing all or any part of the Secured Parties with respect to purchase price thereof or construction or improvements thereon; provided, however, that in the Secured Obligations case of any such acquisition, construction or under improvement the Loan Documents; provided that the foregoing Mortgage shall not apply to restrictions and conditions imposed by:any property theretofore owned by a Borrower, IR Parent or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property so constructed, or the improvement, is located; or
(aiii) on property, shares or indebtedness of an entity, which Mortgage exists at the time such entity is merged into or consolidated with any Borrower, IR Parent or a Restricted Subsidiary, or at the time of a sale, lease or other disposition of the properties of an entity as an entirety or substantially as an entirety to any Borrower, IR Parent or a Restricted Subsidiary; or
(iv) on property of a Restricted Subsidiary to secure indebtedness of such Restricted Subsidiary to any Borrower, IR Parent or another Restricted Subsidiary; or
(v) on property of any Borrower, IR Parent or a Restricted Subsidiary in favor of the United States of America, or any State thereof or the District of Columbia, the Grand Duchy of Luxembourg or the jurisdiction of organization of IR Parent, or any department, agency or instrumentality or political subdivision of the United States of America, or any State thereof or the District of Columbia, the Grand Duchy of Luxembourg or the jurisdiction of organization of IR Parent, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Mortgage; or
(vi) on property, which Mortgage exists at the date of this Agreement; or
(vii) with the prior written approval of the Required Banks; provided, however, that any Mortgage permitted by any of the foregoing clauses (i) Requirements of Law), (ii) any Loan Document), (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) aboveof this Section 5.6 shall not extend to or cover any property of any Borrower, IR Parent or such restrictions shall be no more restrictive in any material respect Restricted Subsidiary, as the case may be, other than the restrictions property specified in such clauses and conditions improvements thereto.
(b) Notwithstanding the provisions of subsection (a) of this Section 5.6, any Borrower, IR Parent or any Restricted Subsidiary may create, assume or guarantee secured indebtedness for money borrowed which would otherwise be prohibited in subsection (a) in an aggregate amount that, together with all other such indebtedness for money borrowed by the Loan Documents orBorrowers, IR Parent and the Restricted Subsidiaries and the Attributable Debt in respect of Sale and Leaseback Transactions existing at such time (other than Sale and Leaseback Transactions the case proceeds of Junior Financingwhich have been applied in accordance with Section 5.6(d)(ii)), are market terms does not at the time of issuance and (B) referred such creation, assumption or guaranteeing exceed 7.5% of Consolidated Net Worth; provided that obligations in respect of operating leases or receivables securitization facilities that are not required to clause (v) abovebe set forth on a balance sheet based on GAAP as in effect on the date hereof but, such restrictions as a result of a change in GAAP after the date hereof, are required to be set forth on a balance sheet shall not expand the scope in any material respect constitute Consolidated Debt by reason of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;change.
(c) restrictions and conditions contained in agreements relating Notwithstanding the foregoing provisions of this Section 5.6, no Borrower will permit any Subsidiaries (other than a Restricted Subsidiary) to which after the sale of date hereof a Borrower, IR Parent or a Restricted Subsidiary or has transferred any assets pending to create, assume or guarantee any indebtedness for money borrowed secured by a Mortgage on such sale; provided that assets unless such restrictions and conditions apply only to assets could have been so secured in accordance with the provisions of this Agreement by such Borrower, IR Parent or such Restricted Subsidiary or assets that is or are to be sold and making such sale is permitted hereunder;transfer.
(d) customary provisions in leasesNeither IR Parent nor any Borrower will, service agreementsnor will it permit any of its Restricted Subsidiaries to, licensesenter into any Sale and Leaseback Transaction, sublicensesunless (i) IR Parent, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement such Borrower or such Restricted Subsidiary, as applicable, would be entitled, pursuant to the extent foregoing subsections of this Section 5.6, to incur indebtedness secured by a Mortgage on such restriction applies only Principal Property without equally and ratably securing the Loans and the other obligations of the Loan Parties hereunder and under the Notes or (ii) IR Parent or such Borrower shall (and in any case each of IR Parent and each Borrower covenants that it will) apply an amount equal to the property securing fair value (as determined by its board of directors) of such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding Principal Property so leased to the scope retirement, within 180 days of the effective date of any such restriction Sale and Leaseback Transaction, of indebtedness of IR Parent or condition); provided that such agreement was not entered into in contemplation Borrower for money borrowed, which by its terms matures at, or may be extended or renewed at the option of IR Parent or such Borrower to, a date more than 12 months after the date of the creation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsindebtedness.
Appears in 1 contract
Negative Pledge. The Borrower Loan Parties will not, and will not permit any Restricted Subsidiary of their Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any agreement (other than in favor of Agent and pursuant to this Agreement) prohibiting or conditioning the creation or assumption of any Lien securing the Obligations upon any of their respective properties or revenues, whether now owned or hereafter acquired for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by:
its assets other than (a) (i) Requirements those that are in effect as of Lawthe Closing Date, (ii) any Loan Documentas shown on Schedule 8.22, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced;
(b) customary restrictions and conditions existing on any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the Effective Date and any extensionassets financed thereby), renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(c) customary restrictions on the assignment of leases, licenses and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;
other agreements, (d) customary provisions in leases, service agreements, licenses, sublicenses, covenants not to s▇▇ and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;
(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar agreements applicable to that restrict transfer of assets of, or equity interests in, joint ventures permitted by Section 6.02 and applicable solely to such joint ventureventures; and
(ke) customary net worth provisions contained any agreement in real property leases entered into by Subsidiarieseffect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as the Borrower has determined such agreement was not entered into solely in good faith contemplation of such Person becoming a Subsidiary or, in any such case, that such net worth provisions could not reasonably be expected to impair the ability is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein; (f) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 8.8 or any agreement or option to Dispose any asset of any Borrower and its Subsidiaries or is Subsidiaries, the Disposition of which is permitted by any other provision of this Agreement (in each case, provided that any such restriction relates only to meet their ongoing obligationsthe assets or property subject to such Lien or being Disposed) or (g) any restriction pursuant to any Warehouse Financing, solely to the extent such restriction relates to Permitted Receivables Assets or the Equity Interests of any SPV Entity pledged thereunder.
Appears in 1 contract
Sources: Credit Agreement (Navan, Inc.)
Negative Pledge. The Parent and the Borrower will not, and will not cause or permit any Restricted Subsidiary of the Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of their respective properties any Subsidiary or revenues, whether other person) now owned or hereafter acquired for the benefit by it or on any income or revenues or rights in respect of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed byany thereof, except:
(a) (i) Requirements Liens existing as of Lawthe Restructure Effective Date, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(vthe extent set forth on Schedule 6.02(a), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than Liens secure only those obligations which they secure as of the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) referred to clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinancedRestructure Effective Date;
(b) customary restrictions and conditions existing Liens in favor of the Agent on behalf of the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to Secured Parties created by the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionCollateral Documents;
(c) restrictions and conditions contained Liens for taxes not yet due or which are being contested in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereundercompliance with Section 5.03;
(d) customary provisions carriers', warehousemen's, mechanic's, materialmen's, repairmen's or other like Liens arising in leases, service agreements, licenses, sublicenses, covenants the ordinary course of business and securing obligations that are not to s▇▇ and other contracts restricting the assignment thereofdue or which are being contested in compliance with Section 5.03;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to pledges and deposits made in the extent such restriction applies only to the property securing such Indebtednessordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(f) any restrictions or conditions set forth trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), and other obligations of a like nature incurred in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope ordinary course of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiarybusiness;
(g) zoning restrictions, easements, rights-of-way, restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is on use of real property and other similar encumbrances incurred or assumed by a Restricted Subsidiary that is not a Loan Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or are market terms at interfere with the time ordinary conduct of issuance and are imposed solely on such Restricted Subsidiary and its the business of the Borrower or any of the Subsidiaries;
(h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into of up to $500,000 in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrancesaggregate outstanding at any time to secure any obligations permitted by Section 6.01(g);
(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionIntentionally deleted;
(j) customary provisions Liens arising by operation of law held by any Wholly Owned Subsidiary which is a Foreign Subsidiary securing accounts payable by the Borrower to such Foreign Subsidiary for finished products acquired by the Borrower from such Foreign Subsidiary in joint venture agreements transactions contemplated by, and subject to the limitations set forth in, clause (iv) of Section 6.04(a); provided that (i) such Liens securing accounts payable for finished products do not extend to any property other than such finished products, (ii) all such Foreign Subsidiaries shall have executed and delivered to the Agent an Acknowledgement of Subordination substantially in the form of Exhibit L hereto, (iii) the payment of all accounts payable by the Borrower to any such Foreign Subsidiary shall be subordinate to the payment in full of all the Obligations and (iv) any such Liens shall have a subordinate lien status to the liens and other similar agreements applicable to joint ventures permitted by Section 6.02 claims created under the Collateral Documents for the benefit of the Agent and applicable solely to such joint venturethe other Secured Parties; and
(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.
Appears in 1 contract