Common use of No Further Negative Pledge Clause in Contracts

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the Term Loan Credit Documents and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 7.01 prohibiting further Liens on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable Laws, (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided, that (1) such restrictions apply only to the property to be sold and such sale is permitted hereunder, and (2) such sale is permitted hereunder, (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrowers or one of its Subsidiaries, or (iv) is a restriction on Liens otherwise permitted by the terms of Section 7.10 of this Agreement.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the Term Loan ABL Credit Documents and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 7.01 prohibiting further Liens on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable Laws, (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided, provided that (1) such restrictions apply only to the property to be sold and such sale is permitted hereunder, and (2) such sale is permitted hereunder, (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrowers Borrower or one of its Subsidiaries, or (iv) is a restriction on Liens otherwise permitted by the terms of Section 7.10 of this Agreement.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the Term Loan Credit Documents and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 7.01 prohibiting further Liens on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable Laws, (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property 117 pending the consummation of such sale; provided, provided that (1) such restrictions apply only to the property to be sold and such sale is permitted hereunder, and (2) such sale is permitted hereunder, (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrowers Borrower or one of its Subsidiaries, or (iv) is a restriction on Liens otherwise permitted by the terms of Section 7.10 of this Agreement.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the Term Loan Credit Documents Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 7.01 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable LawsLegal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided, provided that (1) such restrictions apply only to the property to be sold and such sale is permitted hereunder, and (2) such sale is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrowers Borrower or one of its Subsidiaries, or (iv) is a restriction on Liens otherwise permitted by the terms of Section 7.10 of this Agreement.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenuesrevenues to secure the Secured Obligations, whether now owned or hereafter acquired, or which requires the grant of any security Lien for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the Term Loan Credit Documents Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 7.01 6.02 prohibiting further Liens on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable LawsLegal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale Disposition of any property Property pending the consummation of such saleDisposition; provided, provided that (1) such restrictions apply only to the property Property to be sold and such sale is permitted hereunder, and (2) such sale Disposition is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrowers Borrower or one any of its Subsidiaries; and (d) agreements, instruments, deeds or leases described in clauses (iva) is a restriction on Liens otherwise permitted by the terms through (n) of Section 7.10 of this Agreement6.12.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenuesrevenues to secure the Secured Obligations, whether now owned or hereafter acquired, or which requires the grant of any security Lien for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the Term Loan Credit Documents Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 7.01 6.02 prohibiting further Liens on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable LawsLegal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale Disposition of any property Property pending the consummation of such saleDisposition; provided, provided that (1) such restrictions apply only to the property Property to be sold and such sale is permitted hereunder, and (2) such sale Disposition is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrowers Borrower or one any of its Subsidiaries; (d) the Second Out Term Loan Documents, (e) any agreements governing Indebtedness described in Sections 6.01(d) and (f) and (e) agreements, instruments, deeds or leases described in clauses (iva) is a restriction on Liens otherwise permitted by the terms through (n) of Section 7.10 of this Agreement6.12.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenuesrevenues to secure the Secured Obligations, whether now owned or hereafter acquired, or which requires the grant of any security Lien for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the Term Loan Credit Documents Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 7.01 6.02 prohibiting further Liens on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable LawsLegal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale Disposition of any property Property pending the consummation of such saleDisposition; provided, provided that (1) such restrictions apply only to the property Property to be sold and such sale is permitted hereunder, and (2) such sale Disposition is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrowers Borrower or one any of its Subsidiaries; (d) the First Out Term Loan Documents, (e) any agreements governing Indebtedness described in Sections 6.01(d) and (f) and (e) agreements, instruments, deeds or leases described in clauses (iva) is a restriction on Liens otherwise permitted by the terms through (n) of Section 7.10 of this Agreement6.12.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the Term Loan Credit Documents Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 7.01 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; (c) agreements evidencing Indebtedness permitted under Section 6.01(h) and Section 6.01(l); and (cd) any prohibition or limitation that (i) exists pursuant to applicable LawsLegal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided, provided that (1) such restrictions apply only to the property to be sold and such sale is permitted hereunder, and (2) such sale is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrowers Borrower or one of its Subsidiaries, or (iv) is a restriction on Liens otherwise permitted by the terms of Section 7.10 of this Agreement.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the Term Loan Credit Documents Agreement and the other Loan Documents, (b) the May 2014 Credit Documents; (bc) covenants in documents creating Liens permitted by Section 7.01 6.02 prohibiting further Liens on the properties encumbered thereby; and (cd) any prohibition or limitation that (i) exists pursuant to applicable LawsLegal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided, provided that (1) such restrictions apply only to the property to be sold and such sale is permitted hereunder, and (2) such 2)such sale is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrowers Borrower or one of its Subsidiaries, or (iv) is a restriction on Liens otherwise permitted by the terms of Section 7.10 of this Agreement.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security Lien for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the Term Loan Credit Documents Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 7.01 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable LawsLegal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale Disposition of any property Property pending the consummation of such saleDisposition; provided, provided that (1) such restrictions apply only to the property Property to be sold and such sale is permitted hereunder, and (2) such sale Disposition is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrowers Borrower or one any of its Subsidiaries, or (iv) is a restriction on Liens otherwise permitted by the terms of Section 7.10 of this Agreement.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the Term Loan ABL Credit Documents and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 7.01 prohibiting further Liens on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable Laws, (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided, provided that (1) such restrictions apply only to the property to be sold and such sale is permitted hereunder, and (2) such sale is permitted hereunder, (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrowers Borrower or one of its Subsidiaries, or (iv) is a restriction on Liens otherwise permitted by the terms of Section 7.10 of this Agreement.. 108

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party Company to create, incur, assume or suffer to exist any Lien upon any of its properties Properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security Lien for an obligation if security a Lien is granted for another obligation, except the following: (a1) this Agreement, the Term Loan Credit Documents Agreement and the other Loan Documents, agreements governing any Permitted Refinancing with respect to the foregoing; (b2) covenants with respect Property not constituting Collateral, restrictions in documents creating Liens permitted by Section 7.01 ‎Section 6.02 prohibiting further Liens on the properties Properties encumbered thereby; and (c3) any prohibition or limitation that (ia) is non-consensual and exists pursuant to applicable LawsLegal Requirements, or (iib) consists of customary restrictions and conditions contained in any agreement relating to the sale or other Disposition of any property Property pending the consummation of such salesale or other Disposition; provided, provided that (1i) such restrictions apply only to the property to be sold such Property, and (ii) such sale or other Disposition is permitted hereunder; (4) with respect to leases not constituting Collateral, restrictions prohibiting the grant or existence of liens and encumbrances, including leasehold mortgages; and (25) such sale is permitted hereunder, (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrowers or one of its Subsidiaries, or (iv) is a restriction on Liens otherwise permitted by the terms of Section 7.10 of this Agreementas set forth in Schedule 6.14.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the Term other Loan Credit Documents and the other Loan Convertible Senior Secured Note Documents; (b) covenants in documents creating Liens permitted by Section 7.01 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(j)) on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable LawsLegal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided, provided that (1) such restrictions apply only to the property to be sold and such sale is permitted hereunder, and (2) such sale is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrowers Borrower or one of its Subsidiaries, or (iv) is a restriction on Liens otherwise permitted by the terms of Section 7.10 of this Agreement.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the Term Loan ABL Credit Documents and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 7.01 prohibiting further Liens on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable Laws, (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided, provided that (1) such restrictions apply only to the property to be sold and such sale is permitted hereunder, and (2) such sale is permitted hereunder, (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrowers or one of its Subsidiaries, or (iv) is a restriction on Liens otherwise permitted by the terms of Section 7.10 of this Agreement.