Liens and Negative Pledges. Contract, create, incur, assume or permit to exist any Lien with respect to any of its property or assets (including stock or other securities of any Person, including any Subsidiary), whether now owned or after acquired, except: (i) Liens incurred and pledges and deposits made in the ordinary course of business in connection with worker's compensation, unemployment insurance, old-age pensions and other social security laws or regulations; (ii) Liens securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety, customs and appeal bonds and other obligations of like nature, incurred as an incident to and in the ordinary course of business; (iii) Liens imposed by law, such as carriers', warehousemen's, mechanics', materialmen's and vendors' liens, incurred in good faith in the ordinary course of business and securing obligations which are not yet due or which are being contested; (iv) Liens for taxes not yet due or which are being contested; (v) zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under or asserted by a landlord or owner of the leased property, with or without consent of the lessee), none of which materially impairs the use of any parcel of property material to the operation of the business of Borrower or any Subsidiary or the value of such property for the purpose of such business; (vi) Liens upon any property acquired, constructed or improved by Borrower or any Subsidiary which are created or incurred contemporaneously with or within 90 days after such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement (but no other amounts); PROVIDED that any such Lien or security interest shall not apply to any other property of Borrower or any Subsidiary; (vii) Liens on property existing at the time such property is acquired by Borrower or any Subsidiary; PROVIDED, in each case, that such liens were not created in contemplation of the acquisition by Borrower or any Subsidiary of such property; (viii) Liens existing on the date of this Agreement and disclosed in the financial statements referred to in Section 5.11 or the notes thereto (and including, in any event, Liens existing in connection with the Lease Financing Facility, to the extent the Liens were not objected to by Administrative Agent and Requisite Lenders); (ix) other Liens on assets other than inventory or accounts receivable created, incurred, assumed or permitted to exist in the ordinary course of its business or customary in its industry; (x) extensions, renewals and replacements of Liens referred to in paragraphs (i) through (ix) of this Section; PROVIDED, that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (xi) Liens created or deemed to exist in connection with a Permitted Securitization Transaction (including any related filings of any financing statements), but only to the extent that any such Lien relates to the applicable receivables and related property actually sold, contributed or otherwise conveyed pursuant to such transaction; and (xii) Liens created in order to cash collateralize obligations of Borrower and its Consolidated Subsidiaries not to exceed $15,000,000 in the aggregate from time to time outstanding.
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Liens and Negative Pledges. Contract(a) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Potential Default or Event of Default is or would be in existence, including without limitation, a Potential Default or Event of Default resulting from a violation of any of the covenants contained in Sections 9.10 through and including 9.14.
(b) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge, except for a Negative Pledge contained in (i) an agreement (x) evidencing Indebtedness which the Borrower, such Loan Party or such Subsidiary may create, incur, assume assume, or permit or suffer to exist any under this Agreement, (y) which Indebtedness is secured by a Lien with respect permitted to any of its property or assets exist under the Loan Documents, and (including stock or other securities z) which prohibits the creation of any Person, including any Subsidiary), whether now owned or after acquired, except:
(i) Liens incurred and pledges and deposits made in other Lien on only the ordinary course property securing such Indebtedness as of business in connection with worker's compensation, unemployment insurance, old-age pensions and other social security laws or regulations;
the date such agreement was entered into; (ii) Liens securing an agreement relating to the performance sale of bidsa Subsidiary or assets pending such sale, tenders, leases, contracts (other than for provided that in any such case the repayment Negative Pledge NAI-▇▇▇▇▇▇▇▇▇▇v16 applies only to the Subsidiary or the assets that are the subject of borrowed money), statutory obligations, surety, customs and appeal bonds and other obligations of like nature, incurred as an incident to and in the ordinary course of business;
such sale; (iii) Liens imposed by law, such as carriers', warehousemen's, mechanics', materialmen's and vendors' liens, incurred in good faith any agreement evidencing any Unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to (or less restrictive than) those restrictions contained in the ordinary course of business Loan Documents or permits liens subject to a requirement to equally and securing obligations which are not yet due ratably secure such Unsecured Indebtedness; or which are being contested;
(iv) Liens for taxes not yet due any provision contained in any document, instrument or which are being contested;
(v) zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under or asserted by a landlord or owner of the leased property, with or without consent of the lessee), none of which materially impairs the use of any parcel of property material to the operation of the business of Borrower or any Subsidiary or the value of such property for the purpose of such business;
(vi) Liens upon any property acquired, constructed or improved by Borrower or any Subsidiary which are created or incurred contemporaneously with or within 90 days after such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement (but no other amounts); PROVIDED agreement that any such Lien or security interest shall does not apply to any other property of Borrower to, or any Subsidiary;
(vii) otherwise permits, Liens on property existing at which may secure the time such property is acquired by Borrower Facilities now or any Subsidiary; PROVIDED, in each case, that such liens were not created in contemplation of the acquisition by Borrower or any Subsidiary of such property;
(viii) Liens existing on the date of this Agreement and disclosed in the financial statements referred to in Section 5.11 or the notes thereto (and including, in any event, Liens existing in connection with the Lease Financing Facility, to the extent the Liens were not objected to by Administrative Agent and Requisite Lenders);
(ix) other Liens on assets other than inventory or accounts receivable created, incurred, assumed or permitted to exist in the ordinary course of its business or customary in its industry;
(x) extensions, renewals and replacements of Liens referred to in paragraphs (i) through (ix) of this Section; PROVIDED, that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced;
(xi) Liens created or deemed to exist in connection with a Permitted Securitization Transaction future (including any related filings of any financing statementsprovision constituting a customary “equal and ratable” clause), but only to the extent that any such Lien relates to the applicable receivables and related property actually sold, contributed or otherwise conveyed pursuant to such transaction; and
(xii) Liens created in order to cash collateralize obligations of Borrower and its Consolidated Subsidiaries not to exceed $15,000,000 in the aggregate from time to time outstanding.
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Liens and Negative Pledges. Contract, create, incurIncur, assume or permit suffer to exist exist, any Lien with respect to or Negative Pledge upon any of its property property, assets or assets (including stock or other securities of any Person, including any Subsidiary)revenues, whether now owned or after hereafter acquired, except:
(ia) Liens incurred and pledges and deposits made in the ordinary course of business in connection with worker's compensation, unemployment insurance, old-age pensions and other social security laws or regulationspursuant to any Loan Document;
(iib) Liens securing and Negative Pledges existing on the performance date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased, and any renewal or extension of bids, tenders, leases, contracts (other than for the repayment of borrowed moneyobligations secured or benefited thereby is permitted by Section 7.01(b), statutory obligations, surety, customs and appeal bonds and other obligations of like nature, incurred as an incident to and in the ordinary course of business;
(iiic) Liens imposed for taxes or other governmental charges not yet due or which are being contested in good faith and by lawappropriate proceedings, such as if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) carriers', warehousemen's, mechanics', materialmen's, repairmen's and vendors' liens, incurred in good faith or other like Liens arising in the ordinary course of business and securing obligations which are not yet due overdue for a period of more than 60 days or which are being contestedcontested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person; and in the case of a Lien with respect to any portion of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral on account of such Lien;
(ive) Liens for taxes not yet due pledges or which are being contesteddeposits in connection with worker's compensation, unemployment insurance and other social security legislation or statutory obligations in the ordinary course of business, so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof;
(vf) zoning restrictionsdeposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, licenses, reservations, provisions, covenants, conditions, waiversrights-of-way, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other similar encumbrances incurredaffecting real property which, createdin the aggregate, assumed or permitted to exist are not substantial in amount, and arising by, through or under or asserted by a landlord or owner which do not in any case materially detract from the value of the leased property, property subject thereto or materially interfere with or without consent of the lessee), none of which materially impairs the use of any parcel of property material to the operation ordinary conduct of the business of Borrower or any Subsidiary or the value of such property for the purpose of such businessapplicable Person;
(vih) attachment, judgment or other similar Liens arising in connection with litigation or other legal proceedings (and not otherwise a Default hereunder) in the ordinary course of business that are currently being contested in good faith by appropriate proceedings, adequate reserves have been set aside and no material property is subject to a material risk of loss or forfeiture or the claims in respect of such Liens are fully covered by insurance (subject to ordinary and customary deductibles);
(i) Liens upon on any property acquired, constructed or improved asset existing at the time of acquisition of such asset by Borrower or any Subsidiary which are created a Subsidiary, or incurred contemporaneously with or within 90 days after such acquisition, construction or improvement Liens to secure or provide for the payment of all or any part of the purchase price of such property or an asset upon the cost acquisition of such construction or improvement (but no other amounts); PROVIDED that any such Lien or security interest shall not apply to any other property of asset by Borrower or any a Subsidiary; provided that the Lien shall apply only to the asset so acquired;
(viij) Liens on property existing at the time such property is acquired by Borrower or any Subsidiarysecuring Indebtedness permitted under Section 7.01(k); PROVIDED, in each case, provided that such liens were not created in contemplation of Liens apply only to the acquisition by Borrower or any Subsidiary of such property;
(viii) Liens existing on the date of this Agreement and disclosed in the financial statements referred to in Section 5.11 or the notes thereto (and including, in any event, Liens existing assets acquired in connection with the Lease Financing Facility, to permitted Acquisition or the extent assets of the Liens were not objected to by Administrative Agent and Requisite Lenders)Person that becomes a Subsidiary of Borrower as a result of the permitted Acquisition;
(ixk) other Liens on property, assets or revenues other than inventory or accounts receivable created, incurred, assumed or and receivables securing Indebtedness permitted to exist in the ordinary course of its business or customary in its industry;
(x) extensions, renewals and replacements of Liens referred to in paragraphs (i) through (ix) of this Section; PROVIDED, that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be under Section 7.01 in an aggregate principal amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced;
(xi) Liens created or deemed to exist in connection with a Permitted Securitization Transaction (including exceed $25,000,000 at any related filings of any financing statements), but only to the extent that any such Lien relates to the applicable receivables and related property actually sold, contributed or otherwise conveyed pursuant to such transactiontime; and
(xiil) replacements, extensions and renewals of Liens created in order to cash collateralize obligations permitted under subsections (i) and (j) of Borrower and its Consolidated Subsidiaries not to exceed $15,000,000 in the aggregate from time to time outstandingthis Section 7.02.
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Sources: Credit Agreement (Broadcom Corp)
Liens and Negative Pledges. Contract, createCreate, incur, assume or permit suffer to exist exist, any Lien with respect to or Negative Pledge upon any of its property property, assets or assets (including stock or other securities of any Person, including any Subsidiary)revenues, whether now owned or after hereafter acquired, exceptother than the following:
(ia) Liens incurred and pledges and deposits made in pursuant to any of the ordinary course of business in connection with worker's compensation, unemployment insurance, old-age pensions and other social security laws or regulationsLoan Documents;
(iib) Liens securing and Negative Pledges existing on the performance date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased and any renewal or extension of bids, tenders, leases, contracts (other than for the repayment of borrowed moneyobligations secured or benefited thereby is permitted by Section 7.02(b), statutory obligations, surety, customs and appeal bonds and other obligations of like nature, incurred as an incident to and in the ordinary course of business;
(iii) Liens imposed by law, such as carriers', warehousemen's, mechanics', materialmen's and vendors' liens, incurred in good faith in the ordinary course of business and securing obligations which are not yet due or which are being contested;
(ivc) Liens for taxes not yet due or which are being contestedcontested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(vd) zoning restrictionscarriers', easementswarehousemen's, licensesmechanics', reservationsmaterialmen's, provisions, covenants, conditions, waivers, restrictions on the use of property repairmen's or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and like Liens arising by, through or under or asserted by a landlord or owner of the leased property, with or without consent of the lessee), none of which materially impairs the use of any parcel of property material to the operation of the business of Borrower or any Subsidiary or the value of such property for the purpose of such business;
(vi) Liens upon any property acquired, constructed or improved by Borrower or any Subsidiary which are created or incurred contemporaneously with or within 90 days after such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement (but no other amounts); PROVIDED that any such Lien or security interest shall not apply to any other property of Borrower or any Subsidiary;
(vii) Liens on property existing at the time such property is acquired by Borrower or any Subsidiary; PROVIDED, in each case, that such liens were not created in contemplation of the acquisition by Borrower or any Subsidiary of such property;
(viii) Liens existing on the date of this Agreement and disclosed in the financial statements referred to in Section 5.11 or the notes thereto (and including, in any event, Liens existing in connection with the Lease Financing Facility, to the extent the Liens were not objected to by Administrative Agent and Requisite Lenders);
(ix) other Liens on assets other than inventory or accounts receivable created, incurred, assumed or permitted to exist in the ordinary course of its business which are not overdue for a period of more than 30 days or customary which are being contested in its industrygood faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(xe) extensionspledges or deposits in the ordinary course of business in connection with workers' compensation, renewals unemployment insurance and replacements other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens referred securing judgments for the payment of money in an aggregate amount not in excess of the Threshold Amount (except to the extent covered by independent third-party insurance as to which the insurer has acknowledged in paragraphs writing its obligation to cover), unless any such judgment remains undischarged for a period of more than 30 consecutive days during which execution is not effectively stayed;
(i) through Liens securing Indebtedness permitted under Section 7.02(e); provided that (ixi) of this Section; PROVIDED, that such Liens do not at any such extension, renewal or replacement Lien shall be limited to time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or assets covered by the Lien extendedfair market value, renewed or replaced and that the obligations secured by any such extensionwhichever is lower, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by property being acquired on the Lien extended, renewed or replaced;
(xi) Liens created or deemed to exist in connection with a Permitted Securitization Transaction (including any related filings date of any financing statements), but only to the extent that any such Lien relates to the applicable receivables and related property actually sold, contributed or otherwise conveyed pursuant to such transactionacquisition; and
(xiij) Liens created in order of a consignor of merchandise to cash collateralize obligations Borrower or a Subsidiary on such consignor's merchandise, and any Lien of a lessor of equipment to Borrower and its Consolidated Subsidiaries not to exceed $15,000,000 in the aggregate from time to time outstandingor a Subsidiary on such lessor's leased equipment.
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