Negative Pledge Sample Contracts

Denali Holding Inc. – Page SECTION 3.07 Compliance With Laws and Agreements 101 SECTION 3.08 Investment Company Status 101 SECTION 3.09 Taxes 101 SECTION 3.10 ERISA 101 SECTION 3.11 Disclosure 102 SECTION 3.12 Subsidiaries 102 SECTION 3.13 Intellectual Property; Licenses, Etc. 102 SECTION 3.14 Solvency 102 SECTION 3.15 Senior Indebtedness 102 SECTION 3.16 Federal Reserve Regulations 102 SECTION 3.17 Use of Proceeds 102 SECTION 3.18 PATRIOT Act, OFAC and FCPA 102 ARTICLE IV CONDITIONS SECTION 4.01 Effective Date 103 SECTION 4.02 Each Credit Event 105 ARTICLE v AFFIRMATIVE COVENANTS SECTION 5.01 Financial Statements (September 9th, 2016)

CREDIT AGREEMENT dated as of September 7, 2016 (this Agreement), among DENALI INTERMEDIATE INC., a Delaware corporation (Holdings), DELL INC., a Delaware corporation (the Company), DELL INTERNATIONAL L.L.C., a Delaware limited liability company (which on or about the Business Day following the Effective Date shall be merged with and into NEW DELL INTERNATIONAL LLC, a Delaware limited liability company (Merger Co), with Merger Co surviving such merger and immediately changing its name to DELL INTERNATIONAL L.L.C. (such entity prior to Merger 2, Dell International and a Borrower and such entity after Merger 2, Dell International and a Borrower), UNIVERSAL ACQUISITION CO., a Delaware corporation (which on the Effective Date shall be merged with and into EMC Corporation, a Massachusetts corporation (the Target), with EMC Corporation surviving such merger (such surviving entity, a Borrower) and being contributed to the Company as a wholly-owned subsidiary of the Company), the LENDERS party

Oaktree Capital Group Llc – SECTION 6. REPRESENTATIONS OF THE PURCHASERS 10 Section 6.1. Purchase for Investment; Accredited Investor 10 Section 6.2. Source of Funds 11 SECTION 7. INFORMATION AS TO OBLIGORS 12 Section 7.1. Financial and Business Information 12 Section 7.2. Officers Certificate 14 Section 7.3. Visitation 15 Section 7.4. Electronic Delivery 16 SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES 16 Section 8.1. Maturity 16 Section 8.2. Optional Prepayments With Make-Whole Amount 16 Section 8.3. Mandatory Offer to Prepay in Event of Change of Control 17 Section 8.4. Allocation of Partial Prepayments 19 Section 8. (July 12th, 2016)

OAKTREE CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the Company), OAKTREE CAPITAL I, L.P., a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, Oaktree Capital I), OAKTREE CAPITAL II, L.P., a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, Oaktree Capital II), and OAKTREE AIF INVESTMENTS, L.P., a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, Oaktree AIF; and together with the Company, Oaktree Capital I, Oaktree Capital II and any other Affiliate that becomes a guarantor pursuant to Section 9.7, collectively, the Obligors, and, individually, an Obligor), jointly and severally agree with each of the Purchasers as follows:

Hartman Short Term Income Properties XX, Inc. – Negative Pledge (August 4th, 2015)

THIS NEGATIVE PLEDGE (this Pledge), dated July 31, 2015, is executed by HARTMAN ASHFORD CROSSING, LLC, a Texas limited liability company (the Hartman Ashford Crossing), and HARTMAN XX LIMITED PARTNERSHIP, a Texas limited partnership (Hartman Partnership), in favor of TEXAS CAPITAL BANK, NATIONAL ASSOCIATION (together with its successors and assigns, the Lender).

Alarm.com Holdings, Inc. – Page 6.11 Audits 75 6.12 Additional Collateral, Etc. 76 6.13 [Reserved] 77 6.14 Insider Subordinated Indebtedness 77 6.15 Use of Proceeds 77 6.16 Designated Senior Indebtedness 77 6.17 Further Assurances 78 SECTION 7 NEGATIVE COVENANTS 78 7.1 Financial Condition Covenants 78 7.2 Indebtedness 78 7.3 Liens 79 7.4 Fundamental Changes 81 7.5 Disposition of Property 81 7.6 Restricted Payments 83 7.7 [RESERVED] 83 7.8 Investments 83 7.9 ERISA 86 7.10 Modifications of Certain Preferred Stock and Debt Instruments 86 7.11 Transactions With Affiliates 86 7.12 Sale Leaseback Transactions 87 7.13 Swap Agr (May 22nd, 2015)

THIS CREDIT AGREEMENT (this Agreement), dated as of May 8, 2014, is entered into by and among ALARM.COM INCORPORATED, a Delaware corporation (Alarm), ALARM.COM HOLDINGS, INC., a Delaware corporation (Holdings, and together with Alarm, individually and collectively, jointly and severally, the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement, including SILICON VALLEY BANK (SVB) (each a Lender and, collectively, the Lenders), SVB, as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacity, the Administrative Agent).

Hartman Short Term Income Properties XX, Inc. – Negative Pledge (May 15th, 2015)

THIS NEGATIVE PLEDGE (this Pledge), dated May 8, 2015, is executed by HARTMAN 400 NORTH BELT, LLC, a Texas limited liability company (the Hartman North Belt), and HARTMAN XX LIMITED PARTNERSHIP, a Texas limited partnership (Hartman Partnership), in favor of TEXAS CAPITAL BANK, NATIONAL ASSOCIATION (together with its successors and assigns, the Lender).

Alarm.com Holdings, Inc. – Page 6.11 Audits 75 6.12 Additional Collateral, Etc. 76 6.13 [Reserved] 77 6.14 Insider Subordinated Indebtedness 77 6.15 Use of Proceeds 77 6.16 Designated Senior Indebtedness 77 6.17 Further Assurances 78 SECTION 7 NEGATIVE COVENANTS 78 7.1 Financial Condition Covenants 78 7.2 Indebtedness 78 7.3 Liens 79 7.4 Fundamental Changes 81 7.5 Disposition of Property 81 7.6 Restricted Payments 83 7.7 [RESERVED] 83 7.8 Investments 83 7.9 ERISA 86 7.10 Modifications of Certain Preferred Stock and Debt Instruments 86 7.11 Transactions With Affiliates 86 7.12 Sale Leaseback Transactions 87 7.13 Swap Agr (October 14th, 2014)

THIS CREDIT AGREEMENT (this Agreement), dated as of May 8, 2014, is entered into by and among ALARM.COM INCORPORATED, a Delaware corporation (Alarm), ALARM.COM HOLDINGS, INC., a Delaware corporation (Holdings, and together with Alarm, individually and collectively, jointly and severally, the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement, including SILICON VALLEY BANK (SVB) (each a Lender and, collectively, the Lenders), SVB, as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacity, the Administrative Agent).

Span-America Medical Systems, Inc. – State of South Carolina ) County of Greenville ) Negative Pledge Agreement (December 15th, 2011)

THIS NEGATIVE PLEDGE AGREEMENT ("Negative Pledge") is entered into this 9th day of December 2011, by Span-America Medical Systems, Inc. (the "Borrower") to TD Bank, N.A., successor by merger to Carolina First Bank (the "Lender").

Legend Oil & Gas, Ltd. – Negative Pledge and Undertaking (November 14th, 2011)

WHEREAS LEGEND ENERGY CANADA LTD. (the Corporation) has accepted an offering letter with National Bank of Canada (the Bank) dated August 12, 2011 as same may be further amended, revised, modified, supplemented, restated or replaced from time to time (the Offering Letter) wherein among other things, the Corporation agreed to grant to the Bank by way of security for the Corporations present and future indebtedness and liability to the Bank from time to time, an undertaking to provide, at the Banks request, fixed charge security over, the Corporations producing petroleum and natural gas properties (the P&NG Properties) as selected or designated by the Bank, from time to time;

Corporate Guaranty and Negative Pledge Agreement (September 24th, 2010)

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce GE Government Finance, Inc., a Delaware corporation (herein, with its participants, successors and assigns, "Bondholder"), at its option, to provide financing to or for the account of the Development Authority of Jefferson, Georgia ("Issuer") and SYX Distribution Inc. ("Lessee") or to engage in any other transactions with Lessee and Issuer, the undersigned ("Guarantor") hereby: (a) absolutely and unconditionally guarantees to Bondholder the full and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise in accordance with the terms of the Lease Agreement (as defined below), of any and all present and future debts, liabilities and obligations owed by Lessee or Issuer to Bondholder evidenced by or arising out of the Lease Agreement dated as of September 1, 2010 (the "Lease Agreement") among Bondholder, Lessee and Issuer, and any and all

Hardinge, Inc. – AMENDMENT No. 1 to the FRAMEWORK AGREEMENT FOR CREDIT PRODUCTS (Hereinafter Referred to as Framework Agreement) Between Heiligkreuzstrasse 28, 9009 St. Gallen (Hereinafter Referred to as the Borrower; Date of the Borrowers Signature on the Framework Agreement: 17. June 2010) and CREDIT SUISSE AG Mailing Address: P.O. Box 358, 9001 St. Gallen Contact Address: St. Leonhardstrasse 3, 9000 St. Gallen (The Lender, Hereinafter Referred to as the Bank; Date of the Banks Signature on the Framework Agreement: 7. June 2010) the Framework Agreement Is Herewith Amended and / or Modified as Follows: (September 1st, 2010)
B&H Ocean Carriers Ltd – Contents Definitions and Interpretation Definitions Interpretation Facility Drawdown Request for Advance Availability Drawdown Notice Irrevocable Disbursement of Advance by Issuance of the Effective Date Notice Interest Payment of Normal Interest Normal Rate of Interest Payment of Accrued Interest Notification of Market Disruption Suspension of Drawdown. Negotiation of Alternative Rate of Interest Application of Agreed Alternative Rate of Interest Alternative Rate of Interest in Absence of Agreement Notice of Prepayment Prepayment Application of Prepayment Interest Periods Commencement of Inte (June 10th, 2010)

This notice is governed by English law. Clause 32 of the Loan Agreement (jurisdiction) applies in relation to this letter in the same way as it applies in relation to the Loan Agreement.

Ultralife Batteries, Inc. – Negative Pledge Real Property (March 16th, 2010)

Ultralife Corporation, a Delaware corporation, (the Borrower) is now or hereafter may be indebted to RBS Business Capital, a division of RBS Asset Finance, Inc. (the Lender) and has agreed to enter into a certain Credit Agreement of even date herewith (as such agreement may be further amended, modified or supplemented from time to time, the Credit Agreement). Unless otherwise defined herein, terms shall have the meaning as defined in the Credit Agreement. Further, if any provision contained herein is in conflict with, or inconsistent with, any provision in the Credit Agreement, the provision contained in the Credit Agreement shall govern and control.

Minnergy Llc – Agreement (April 25th, 2008)

This Agreement is made by and among MinnErgy, LLC, a Minnesota limited liability company, (the Company), and the undersigned (each a Guarantor and collectively the Guarantors), each of whom is a member of the Company and a guarantor of obligations of the Company to Winona National Bank (the Lender).

NEGATIVE PLEDGE THIS AGREEMENT Dated as of the 17th Day of July, 2007. (August 1st, 2007)

WHEREAS pursuant to one or more promissory notes, warrants and other agreements and instruments (collectively, the Credit Facilities) between the undersigned and the Lender, the Lender has agreed to make certain loans and other financial accommodations to the undersigned, upon the terms and conditions set forth therein (the "Finance Documents");

Global Energy, Inc. – BOND AND FLOATING CHARGE by FIFE ENERGY LIMITED in Favour of EL PASO ENERGY INTERNATIONAL COMPANY (June 20th, 2007)
Dinewise, Inc. – Negative Pledge (March 29th, 2007)

WHEREAS pursuant to one or more promissory notes or debentures (the Credit Facilities) issued by DineWise, Inc., a Nevada corporation (the Company), the Lender has agreed to make certain loans and other financial accommodations to the Company, upon the terms and conditions set forth therein (the "Loan Agreement");

Egpi Firecreek – Negative Pledge (March 29th, 2007)

Firecreek Petroleum Romania, SRL; Firecreek Petroleum Kazakhstan, Inc.; Firecreek Petroleum Ukraine, Inc.; IYSG, Ltd.; and Malibu Holding, Inc.

Negative Pledge (March 28th, 2007)

WHEREAS pursuant to one or more promissory notes or debentures (the "Credit Facilities") between Sunrise Energy Resources, Inc. (the "Company"), the Lender has agreed to make certain loans and other financial accommodations to the Company, upon the terms and conditions set forth therein (the "Loan Agreement");

Radnor Holdings Corp – Guaranty and Negative Pledge Agreement (June 16th, 2006)

This GUARANTY AND NEGATIVE PLEDGE AGREEMENT (this Guaranty), dated as of April 4, 2006 is executed and delivered by MICHAEL T. KENNEDY (Guarantor), in favor of Tennenbaum Capital Partners, LLC, a Delaware limited liability company, as agent and collateral agent for the below-defined Lenders (in such capacity, Agent) and the below-defined Lenders, in light of the following:

Lear Corporation – Contract (April 25th, 2006)

PAGE SECTION 1. DEFINITIONS.................................................................................... 1 1.1 Defined Terms.................................................................................. 1 1.2 Other Definitional Provisions.................................................................. 36 SECTION 2. AMOUNT AND TERMS OF U.S. REVOLVING CREDIT COMMITMENTS AND TERM LOAN COMMITMENTS................ 37 2.1 U.S. Revolving Credit Commitments.............................................................. 37 2.2 Repayment of U.S. Revolving Credit Loans; Evidence of Debt..................................... 37 2.3 Procedure for U.S. Revolving Credit Borrowing.................................................. 38 2.4 Termination or Reduction of U.S. Revolving Credit Commitments........

Credit Agreement Dated as of May 30, 2003 Among Williams Ethanol Services, Inc., (To Be Renamed Aventine Renewable Energy, Inc.) as Borrower, Williams Bio-Energy, Llc, (To Be Renamed Aventine Renewable Energy, Llc) as Parent, Jpmorgan Chase Bank, as Administrative Agent and Financial Institutions Now or Hereafter Parties Hereto, as Lenders $60,000,000 Revolving Credit Facility (March 30th, 2006)

THIS CREDIT AGREEMENT (this Agreement) is made and entered into as of May 30, 2003, among WILLIAMS ETHANOL SERVICES, INC., a Delaware corporation to be renamed Aventine Renewable Energy, Inc. immediately after the execution and delivery of this Agreement (Borrower), WILLIAMS BIO-ENERGY, LLC, a Delaware limited liability company to be renamed Aventine Renewable Energy, L.L.C. immediately after the execution and delivery of this Agreement (Parent), JPMORGAN CHASE BANK, individually as a Lender (in such individual capacity, JPMorgan Chase), as the Issuing Bank (in such capacity the Issuing Bank) and as the Administrative Agent (in such capacity, the Administrative Agent), and each of the lenders that is a signatory hereto or which hereafter becomes a party hereto as provided in Section 10.7 (individually, a Lender and, collectively, the Lenders).

First Albany Companies, Inc. – Negative Pledge (March 16th, 2006)

This Negative Pledge (the Agreement) is entered into as of the 14th day of March, 2006. Pursuant to the terms hereof FIRST ALBANY COMPANIES INC., a New York corporation, with its principal office and place of business as of the date hereof at 677 Broadway, Albany, New York 12207 (the "Borrower") does hereby represent, warrant, covenant and agree for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with an office for the transaction of business as of the date hereof at 66 South Pearl Street, Albany, New York, 12207 (the "Bank") as follows:

Aaron's, Inc. – First Amendment to Amended and Restated Master Agreement and Amended and Restated Lease Agreement (August 2nd, 2005)

This FIRST AMENDMENT TO AMENDED AND RESTATED MASTER AGREEMENT AND AMENDED AND RESTATED LEASE AGREEMENT, dated as of July 27, 2005 (this Amendment), is among AARON RENTS, INC. (Lessee or Aaron Rents), SUNTRUST BANKS, INC., a Georgia corporation (Lessor), WACHOVIA BANK, NATIONAL ASSOCIATION, as lender (the Lender), and SUNTRUST BANK, a Georgia banking corporation, as lease participant (in such capacity, the Lease Participant), and as agent (in such capacity, the Agent).

Immunicon Corporation – Form of Negative Pledge Agreement (December 8th, 2003)

In connection with, among other documents, the Loan and Security Agreement (the "Loan Documents") being concurrently executed herewith by and among Borrower, certain other "Borrowers" named therein and Bank, Borrower agrees as follows:

Contract (September 5th, 2002)

Page SECTION 1. DEFINITIONS AND INTERPRETATION....................................................................... 2 1.1. DEFINITIONS..................................................................................... 2 1.2. ACCOUNTING TERMS................................................................................ 35 1.3. INTERPRETATION, ETC............................................................................. 36 SECTION 2. LOANS AND LETTERS OF CREDIT.......................................................................... 36 2.1. TERM LOANS...................................................................................... 36 2.2. REVOLVING LOANS................................................................................. 37 2.3. IS