Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiary.
Appears in 9 contracts
Sources: Sixth Amendment to Fifth Amended and Restated Credit Agreement (LGI Homes, Inc.), Fifth Amended and Restated Credit Agreement (LGI Homes, Inc.), Credit Agreement (LGI Homes, Inc.)
Negative Pledge. (a) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) create, assume, incur, permit or suffer to exist incur any Lien on (other than Permitted Liens) upon any Borrowing Base Property of its properties, assets, income or profits of any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, character whether now owned or hereafter acquiredacquired if immediately prior to the creation, except for Permitted Liensassumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded 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 (A) the Borrower, such Loan Party or such Subsidiary may create, incur, assume, incur, or permit or suffer to exist without violation of this Agreement and (B) is secured by a Lien permitted to exist under the Loan Documents, and (y) which prohibits the creation of any other Lien on any Property to secure any Senior Notes only the property securing such Indebtedness as of the date such agreement was entered into; (ii) the organizational documents or other obligations under agreements binding on any Senior Notes Indenture entered into by Subsidiary that is not a Wholly Owned Subsidiary (but only to the Borrower extent such Negative Pledge covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary); (iii) an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that in any Subsidiarysuch case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale or (iv) a Negative Pledge contained in any agreement that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to those restrictions contained in the Loan Documents.
Appears in 7 contracts
Sources: Credit Agreement (Diversified Healthcare Trust), Term Loan Agreement (Diversified Healthcare Trust), Credit Agreement (Service Properties Trust)
Negative Pledge. The Borrower shall not, without first complying with the requirements of Section 9.1, directly or indirectly create, incur, assume or permit to exist any lien, mortgage, pledge, security interest, charge or encumbrance of any kind, whether voluntary or involuntary (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any other agreement to give any security interest) on or with respect to any of the Excepted Property (other than the Excepted Property described in paragraph P of the definition of Excepted Property, which property shall not permit any other Loan Party or Subsidiary to, be subject to this Section 6.9) except for:
(a) createPermitted Exceptions (other than the Permitted Exception described in paragraph Y of the definition of Permitted Exceptions);
(b) as to the Excepted Property described in paragraphs B through E, assumeinclusive, incurand paragraph K of the definition of Excepted Property, permit liens, mortgages, pledges, security interests, charges and encumbrances in connection with purchase money, construction or suffer acquisition indebtedness (or renewals or extensions thereof) that encumber only the asset or assets so purchased, constructed or acquired or property improved through such purchase, construction or acquisition, and the proceeds upon a sale, transfer or exchange thereof;
(c) liens, mortgages, pledges, security interests, charges and encumbrances (i) for the benefit of all Holders of the Obligations issued under the Indenture, (ii) in connection with any bond or similar fund established by the Borrower with respect to exist any Lien debt securities, the interest on which is excludable from gross income of the holder thereof pursuant to the Internal Revenue Code, as amended, to the extent of amounts deposited in such funds in the ordinary course to make regularly scheduled payments on such debt securities, or (iii) in connection with any Borrowing Base Property 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 funded in connection with the refinancing of other debt by such debt securities);
(d) liens, pledges, security interests, charges and encumbrances with respect to any direct interest, debt or indirect ownership interest equity, of the Borrower in the National Rural Utilities Cooperative Finance Corporation or CoBank, ACB purchased or otherwise acquired by the Borrower in connection with membership in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property such entity or any direct or indirect ownership interest of the Borrower or in borrowing from any Person owning a Borrowing Base Propertysuch entity;
(e) liens, to be subject to a Negative Pledgepledges, except (i) pursuant to this Agreement security interests, charges and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions encumbrances arising in connection with any Permitted Lien legal or any document economic defeasance of indebtedness, unless the funding of the defeasance is during an Increased Oversight Period or instrument governing any Permitted Lien a Highest Oversight Period and more than twenty percent (provided that any such restriction contained therein relates only to 20%) of the asset or assets subject to such Permitted Lien), defeasance is funded other than with the proceeds of the issuance of new indebtedness (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, which case the Borrower shall notfirst comply with the requirements of Section 9.1 before permitting or creating any such lien, pledge, security interest, charge or encumbrance); or
(f) liens, pledges, security interests, charges and shall encumbrances with respect to deposit, brokerage, commodity and other similar accounts to the extent such liens, pledges, security interests, charges and encumbrances do not permit any secure indebtedness for borrowed money other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness than indebtedness incurred in connection with acquiring securities or other obligations under investments deposited in any Senior Notes Indenture entered into by the Borrower or any Subsidiarysuch account.
Appears in 5 contracts
Sources: Loan Contract (Oglethorpe Power Corp), Loan Contract (Oglethorpe Power Corp), Loan Contract (Oglethorpe Power Corp)
Negative Pledge. The Borrower shall notwill not enter into or suffer to exist, and shall not or permit any of its Subsidiaries to enter into or suffer to exist, any agreement (other than the Loan Party Documents) prohibiting or Subsidiary toconditioning the creation or assumption of any Lien upon any of the Borrower’s property or assets for the benefit of the Agent, the Lenders and the Issuing Banks with respect to the Obligations under the Loan Documents except (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest agreements in favor of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or Agent and the Lenders; (b) permit any Borrowing Base Property prohibitions or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except conditions under (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of Indebtedness or agreements existing on the Effective Date, (iiiii) customary restrictions in connection with any Permitted Lien or any document purchase money Indebtedness not prohibited hereunder solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (iii) any Permitted Lien (provided that any such restriction contained therein relates only Capital Lease not prohibited hereunder solely to the asset or assets extent that such Capital Lease prohibits a Lien on the property subject to such Permitted Lien)thereto, (iv) customary restrictions in leases, subleases, licenses and sublicenses any Indebtedness outstanding or asset sale agreement otherwise permitted by this Agreement agreements existing on the date any Person first becomes a Subsidiary of the Borrower (so long as such restrictions agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower), (v) any Indebtedness permitted pursuant to Section 5.03(k)(vii) to the extent no more restrictive than the covenants in this Agreement or (vi) or relating to any Receivables Facility; (c) software and other intellectual property licenses pursuant to which the Borrower or any of its Subsidiaries is the licensee of the relevant software or intellectual property, as the case may be (in which case, any prohibition or limitation shall relate only to the assets that are subject thereto, of the applicable license); (vd) any restrictions pursuant customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the Senior Notes Indenture so long as any such Negative Pledge Ordinary Course of Business; or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vie) customary provisions restricting assignment of any agreement entered into in the ordinary course Ordinary Course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiaryBusiness.
Appears in 5 contracts
Sources: Fifth Amendment to Credit Agreement (Science Applications International Corp), Credit Agreement (Science Applications International Corp), Credit Agreement (Science Applications International Corp)
Negative Pledge. The (a) Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, (a) create, assume, incur, permit or suffer to exist incur any Lien on (other than Permitted Liens) upon any Borrowing Base Property of its properties, assets, income or profits of any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, character whether now owned or hereafter acquiredacquired if immediately prior to the creation, except for Permitted Liensassumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) permit any Borrowing Base Property or any direct or indirect ownership interest of Neither the Parent nor the Borrower or in any Person owning a Borrowing Base Propertyshall, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and neither the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded 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 Parent, the Borrower, such Loan Party or such other Subsidiary may create, incur, assume, incur, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that in any Property such case the Negative Pledge applies only to secure any Senior Notes the Subsidiary or the assets that are the subject of such sale or (iii) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to, or other obligations under any Senior Notes Indenture entered into by less restrictive than, those restrictions contained in the Borrower or any SubsidiaryLoan Documents.
Appears in 4 contracts
Sources: Credit Agreement (Regency Centers Lp), Credit Agreement (Regency Centers Lp), Credit Agreement (Regency Centers Lp)
Negative Pledge. (a) The Borrower shall not, and shall not permit any other Loan Party or Subsidiary (other than an Excluded Subsidiary of the type described in clause (a) of the definition of “Excluded Subsidiary”) to, (ai) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property of its properties, assets, income or profits of any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, character whether now owned or hereafter acquired, except for Permitted Liens, Liens or (bii) permit any Borrowing Base Property of its properties, assets, income or profits or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Propertyany properties, assets, income or profits, to be subject to a Negative Pledge, except Pledge (i) pursuant to this Agreement and other than the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and under this Agreement).
(vib) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the The Borrower shall not, and shall not permit any other Loan Party or Excluded Subsidiary to, (i) create, assume, incur, permit or suffer to exist any Lien on any Property to secure Equity Interests of any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by Subsidiary of the Borrower holding title to any Eligible Property or any Subsidiaryother asset the value of which is included in the determination of Unencumbered Asset Value or the Equity Interests of any Subsidiary of the Borrower that owns, directly or indirectly any Equity Interests in any Subsidiary of the Borrower holding title to any Eligible Property or any other asset the value of which is included in the determination of Unencumbered Asset Value (all such Equity Interests under this clause (i) being “Specified Equity Interests”), except for Permitted Liens described in clause (f) of the definition of that term or (ii) permit any Specified Equity Interests to be subject to a Negative Pledge (other than the Negative Pledge under this Agreement).
Appears in 3 contracts
Sources: Term Loan Agreement (CBL & Associates Properties Inc), Credit Agreement (CBL & Associates Properties Inc), Credit Agreement (CBL & Associates Properties Inc)
Negative Pledge. (a) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (ai) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Collateral Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Collateral Property, now owned or hereafter acquired, except for Permitted LiensLiens described in clauses (c), (g) and (i) of the definition of that term, (ii) create, assume, incur, permit or (b) permit suffer to exist any Borrowing Base Property Lien on other Collateral, or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledgeany other Collateral, except for Permitted Liens described in clauses (c), (g) and (i) pursuant of the definition of that term, or (iii) create, assume, or incur any Lien (other than Permitted Liens) upon any of its other 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 Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded 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 (A) the Borrower, such Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist without violation of this Agreement and (B) is secured by a Lien permitted to exist under the other Loan Documents, and (y) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) customary restrictions contained in the organizational documents of or other agreements binding on any Subsidiary that is not a Guarantor as Wholly Owned Subsidiary (but only to the extent such Negative Pledge covers any Equity Interest in such Subsidiary or the property or assets of the Effective Date, such Subsidiary); (iii) customary restrictions in connection with any Permitted Lien an agreement relating to the sale of a Subsidiary or any document or instrument governing any Permitted Lien (assets pending such sale, provided that in any such restriction contained therein relates case the Negative Pledge applies only to the asset Subsidiary or the assets that are the subject to of such Permitted Lien), sale or (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such a Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of contained in any agreement entered into that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to those restrictions contained in the ordinary course of business. Without in any way limiting Loan Documents; provided that, notwithstanding the foregoing, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, create, assume, incur, permit any Collateral Property or suffer to exist any Lien on direct or indirect ownership interest of the Borrower in any Person owning any Collateral Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiarybe subject to a Negative Pledge.
Appears in 3 contracts
Sources: Credit Agreement (Service Properties Trust), Credit Agreement (Service Properties Trust), Credit Agreement (Service Properties Trust)
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any Lien on of its Subsidiaries (x) that directly or indirectly own (including pursuant to a Qualifying Ground Lease) any Borrowing Base Property Unencumbered Assets or lease any direct Unencumbered Assets pursuant to an Operating Lease to enter into or indirect ownership interest suffer to exist, any Negative Pledge upon any of the Borrower in its property or assets, (including, without limitation, any Person owning any Borrowing Base Property, now owned or hereafter acquiredUnencumbered Assets), except for Permitted Liens, pursuant to the Loan Documents and the Other Facilities or (by) permit that do not directly or indirectly own any Borrowing Base Property Unencumbered Assets to enter into or suffer to exist, any direct Negative Pledge upon any of its property or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, assets except (i) pursuant to this Agreement and the other Loan Documentsin connection with any Existing Debt, (ii) customary restrictions contained in pursuant to the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, Loan Documents or (iii) customary restrictions in connection with (A) any Non-Recourse Debt or Permitted Lien or any document or instrument governing any Permitted Lien (Recourse Debt, provided that any the terms of such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Indebtedness, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into and of any instrument issued in connection therewith, do not provide for or prohibit or condition the ordinary course creation of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property Unencumbered Assets and are otherwise permitted by the Loan Documents (provided further that any restriction of the type described in the proviso in the definition of “Negative Pledge” shall not be deemed to secure violate the foregoing restriction), (B) any Senior Notes purchase money Indebtedness permitted under Section 5.02(b)(iii)(A) solely to the extent that the agreement or other obligations under instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (C) any Senior Notes Indenture Capitalized Lease permitted by Section 5.02(b)(iii)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or (D) any Indebtedness outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into by solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower or any SubsidiaryBorrower).
Appears in 3 contracts
Sources: Credit Agreement (Summit Hotel Properties, Inc.), Credit Agreement (Summit Hotel Properties, Inc.), Credit Agreement (Summit Hotel Properties, Inc.)
Negative Pledge. The (a) Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (ai) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property Asset or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base PropertyAsset, now owned or hereafter acquired, except for Permitted Liens; provided, that the provisions of this clause (i) shall be of no effect so long as the Existing Credit Agreement remains in effect or (bii) except for the Negative Pledge contained in the Existing Credit Agreement, permit any Borrowing Base Property Asset or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base PropertyAsset, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any Pledge if such Negative Pledge prohibits or similar contractual covenant does not purports to prohibit the granting creation of Liens securing a Lien on such Borrowing Base Asset or ownership interest as security for the Guaranteed Obligations Obligations.
(b) Neither the Parent nor the Borrower, and (vi) customary provisions restricting assignment of any agreement entered into in neither the ordinary course of business. Without in any way limiting the foregoing, Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, create, assume, incur, permit or suffer to exist incur any Lien on (other than Permitted Liens) upon any Property of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to secure the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any Senior Notes Indebtedness of the covenants contained in Section 10.1.
(c) If any Borrowing Base Asset becomes subject to a Lien causing such Borrowing Base Asset to no longer satisfy the definition of Eligible Property, Unencumbered Mortgage Receivable or other obligations under any Senior Notes Indenture entered into by Unencumbered Cash, as applicable, then the Borrower or the applicable Subsidiary shall cause the Obligations to be secured equally and ratably with all other obligations secured by such Lien, and in any Subsidiarycase the Lenders shall have the benefit, to the full extent that and with such priority as, the Lenders may be entitled under Applicable Law, of an equitable Lien on such Borrowing Base Asset as security for the Obligations. The grant of a Lien pursuant to this Section 10.2.(c) shall not be deemed to cure any Default or Event of Default occurring as a result of such Borrowing Base Asset becoming subject to such Lien.
Appears in 2 contracts
Sources: Term Loan Agreement (Broadstone Net Lease Inc), Term Loan Agreement (Broadstone Net Lease Inc)
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement The Parent and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, 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, prior to a Frenchman’s Reef Property becoming an Unencumbered Property, claims of materialmen, mechanics, carriers, or warehousemen for labor, materials, supplies incurred in the ordinary course of business which relate to claims against such Frenchman’s Reef Property and Liens on assets of an Excluded Subsidiary securing the Indebtedness which causes such Subsidiary to be an Excluded Subsidiary) 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 Default or Event of Default is or would be in existence. In addition to, and not in limitation of the foregoing, prior to the Security Release Date, the Parent and the Borrower shall not, and shall not permit any other Loan Party to, create, assume or incur any Lien in the Collateral or the Equity Interests of any Issuer whether or not Collateral other than tax liens which constitute Permitted Liens of the type described in clause (a) of the definition thereof and Permitted Liens of the type described in clauses (e) and (l) of the definition thereof.
(b) The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in any agreement (i)(x) evidencing Indebtedness which the Parent, the Borrower, such other Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.3., (y) which Indebtedness is secured by a Lien permitted to exist, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) consisting of customary provisions in leases and other contracts restricting the assignment thereof; (iii) relating to the sale of a Subsidiary or assets pending such sale, provided that in any Property such case the Negative Pledge applies only to secure the Subsidiary or the assets that are the subject of such sale; or (iv) that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to, or less restrictive than, those restrictions contained in the Loan Documents.
(c) The Parent and the Borrower shall not, and shall not permit any Senior Notes Indebtedness other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other obligations under any Senior Notes Indenture entered into equity interests owned by the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary, except for any such encumbrances or restrictions, (A) contained in agreements relating to the sale of a Subsidiary or assets pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Sections 10.3. and 10.6.(a), provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (B) set forth in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (C) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction covers any Equity Interest in such Unconsolidated Affiliate) or (D) in any other agreement (1) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (2) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (DiamondRock Hospitality Co), Credit Agreement (DiamondRock Hospitality Co)
Negative Pledge. (a) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, (a) create, assume, incur, permit or suffer to exist incur any Lien on (other than Permitted Liens) upon any Borrowing Base Property of its properties, assets, income or profits of any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, character whether now owned or hereafter acquiredacquired if immediately prior to the creation, except for Permitted Liensassumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded 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 Debt which the Borrower, such Loan Party or such Subsidiary may create, incur, assume, incur, or permit or suffer to exist under this Agreement, (y) which Debt is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Debt as of the date such agreement was entered into; (ii) an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that in any Property such case the Negative Pledge applies only to secure the Subsidiary or the assets that are the subject of such sale; or (iii) any Senior Notes Indebtedness agreement evidencing any Consolidated Unsecured Debt which contains restrictions on encumbering assets that are substantially similar to (or other obligations under any Senior Notes Indenture entered into by less restrictive than) those restrictions contained in the Borrower or any SubsidiaryLoan Documents.
Appears in 2 contracts
Sources: Credit Agreement (United Dominion Realty L P), Credit Agreement (United Dominion Realty L P)
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into 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 on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, assets except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in connection with (A) any purchase money Debt permitted by Section 5.02(b)(ii) solely to the organizational documents extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt and (B) any Subsidiary Capitalized Lease permitted by Sections 5.02(b)(ii) or (iv) solely to the extent that is not such Capitalized Lease prohibits a Guarantor as of Lien on the Effective Dateproperty subject thereto, (iii) customary restrictions as set forth in connection any Debt incurred in accordance with Sections 5.02(b)(vii) and 5.02(b)(viii), which provisions in any Permitted Lien or case shall be no more restrictive than those set forth herein and shall in any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only event not restrict the ability of the Loan Parties to grant the asset or assets subject to such Permitted Lien)Liens on the Collateral contemplated by the Loan Documents, (iv) customary restrictions limitations on the disposition or distribution of assets or property in leasesjoint venture agreements, subleasesasset sale agreements, options, sale-leaseback agreements, stock sale agreements, lease agreements, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate other similar agreements, which limitation is applicable only to the assets that are the subject theretoof such agreements, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations customary non-assignment provisions in contracts and (vi) customary provisions restricting assignment of any agreement licenses entered into in the ordinary course of business. Without , (vi) restrictions contained in (1) the Wireless RUS Grant and Security Agreement and (2) any Other Governmental Grant and Security Agreement which does not contain restrictions more onerous than those contained in the Wireless RUS Grant and Security Agreement and (vii) as set forth in any way limiting the foregoingCredit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof, the Borrower shall not, and which provisions in any case shall not permit any other restrict the ability of the Loan Party or Subsidiary to, create, assume, incur, permit or suffer Parties to exist any Lien grant the Liens on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into the Collateral contemplated by the Borrower or any SubsidiaryLoan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Ntelos Holdings Corp), Credit Agreement (Ntelos Holdings Corp)
Negative Pledge. The Borrower shall not, without first complying with the requirements of Section 9.1, directly or indirectly create, incur, assume or permit to exist any lien, mortgage, pledge, security interest, charge or encumbrance of any kind, whether voluntary or involuntary (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any other agreement to give any security interest) on or with respect to any of the Excepted Property (other than the Excepted Property described in paragraph P of the definition of Excepted Property, which property shall not permit any other Loan Party or Subsidiary to, be subject to this Section 6.9) except for:
(a) createPermitted Exceptions (other than the Permitted Exception described in paragraph Y of the definition of Permitted Exceptions in the Indenture);
(b) as to the Excepted Property described in paragraphs B through E, assumeinclusive, incurand paragraph K of the definition of Excepted Property in the Indenture, permit liens, mortgages, pledges, security interests, charges and encumbrances in connection with purchase money, construction or suffer acquisition indebtedness (or renewals or extensions thereof) that encumber only the asset or assets so purchased, constructed or acquired or property improved through such purchase, construction or acquisition, and the proceeds upon a sale, transfer or exchange thereof;
(c) liens, mortgages, pledges, security interests, charges and encumbrances (i) for the benefit of all Holders of the Obligations issued under the Indenture, (ii) in connection with any bond or similar fund established by the Borrower with respect to exist any Lien debt securities, the interest on which is excludable from gross income of the holder thereof pursuant to the Internal Revenue Code, as amended, to the extent of amounts deposited in such funds in the ordinary course to make regularly scheduled payments on such debt securities, or (iii) in connection with any Borrowing Base Property 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 funded in connection with the refinancing of other debt by such debt securities);
(d) liens, pledges, security interests, charges and encumbrances with respect to any direct interest, debt or indirect ownership interest equity, of the Borrower in the National Rural Utilities Cooperative Finance Corporation or CoBank, ACB purchased or otherwise acquired by the Borrower in connection with membership in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property such entity or any direct borrowing from any such entity;
(e) liens, pledges, security interests, charges and encumbrances arising in connection with any legal or indirect ownership interest economic defeasance of indebtedness, unless the 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 lien, pledge, security interest, charge or encumbrance);
(f) 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 other investments deposited in any Person owning a Borrowing Base Propertysuch account; or
(g) liens, to be subject to a Negative Pledgepledges, except security interests, charges and encumbrances on (i) pursuant to this Agreement and the other Loan Documentscash, (ii) customary restrictions contained in securities or deposits issued, guaranteed or fully insured as to payment by the organizational documents of Government or any Subsidiary that is not a Guarantor as of the Effective Dateagency thereof, (iii) customary restrictions in connection with any Permitted Lien Investments of the type permitted under Section 6.5 hereof or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only other current assets (to the assets subject theretoextent pledged to secure current liabilities), to the extent required to be provided by the Borrower as collateral for any obligation of the Borrower under (vA) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under instrument relating to any Senior Notes Indenture rate, index or price swap, basis swap, forward rate, index or price transaction, commodity swap, commodity option, cap, collar or floor transaction, or other similar transaction entered into by the Borrower for the purpose of directly mitigating risks associated with interest expense, fuel or other commodity expense, (B) any Subsidiarypower 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, 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 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 any 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 shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning a Borrowing Base Propertyany Unencumbered Pool Asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning an Unencumbered Pool Asset, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions for any Negative Pledge contained in any agreement (or provision thereof) in favor of the organizational documents holders of any Subsidiary Indebtedness that is not a Guarantor as of pari passu with the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without on terms no more onerous in any way limiting the foregoingmaterial respect than those set forth in this Agreement. Prior to securitization, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary Warehouse Entity to, (a) create, assume, incur, permit or suffer to exist any Lien on any Property to secure asset of such Warehouse Entity or any Senior Notes Indebtedness direct or other obligations under any Senior Notes Indenture entered into by indirect ownership interest of the Borrower or Spirit REIT in any SubsidiaryPerson owning such asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any asset of such Warehouse Entity or any direct or indirect ownership interest of the Borrower or Spirit REIT or in any Person owning such asset, to be subject to a Negative Pledge, except for any Negative Pledge contained in any agreement (or provision thereof) in favor of the holders of Indebtedness that is pari passu with the Obligations on terms no more onerous in any material respect than those set forth in this Agreement.
Appears in 2 contracts
Sources: Term Loan Agreement (Spirit Realty Capital, Inc.), Term Loan Agreement (Spirit Realty Capital, Inc.)
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into 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 on upon any Borrowing Base Property of its property or assets (including, without limitation, any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative PledgeUnencumbered Assets), except (i) pursuant to this Agreement and the other Loan Documents, Documents or (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with (A) any Permitted Lien or any document or instrument governing any Permitted Lien (Non-Recourse Debt, provided that any the terms of such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Debt, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into and of any instrument issued in connection therewith, do not provide for or prohibit or condition the ordinary course creation of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property Unencumbered Assets and are otherwise permitted by the Loan Documents, (B) any purchase money Debt permitted under Section 5.02(b)(iv)(A) solely to secure the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, (C) any Senior Notes Indebtedness Capitalized Lease permitted by Section 5.02(b)(iv)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or other obligations under (D) any Senior Notes Indenture Debt outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into by solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower Borrower); provided, however, that (1) an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets shall be deemed to not constitute an agreement prohibiting or conditioning the creation or assumption of any SubsidiaryLien upon any of its property or assets for purposes of this Section 5.02(m) and (2) any provision of the Senior Financing Loan Documents restricting the ability of any Loan Party to encumber its assets (exclusive of any outright prohibition on the ability of any Loan Party to encumber particular assets) shall be deemed to not constitute an agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets for purposes of this Section 5.02(m), so long as such provision is generally consistent with a comparable provision of the Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Easterly Government Properties, Inc.), Credit Agreement (Easterly Government Properties, Inc.)
Negative Pledge. The Borrower shall notOther than with respect to Excluded Property, and shall not permit enter into or suffer to exist or become effective any other agreement that prohibits or limits the ability of any Loan Party or Subsidiary to, (a) to create, assume, incur, permit assume or suffer to exist any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Propertyrevenues, whether now owned or hereafter acquired, except for Permitted Liensto secure its Obligations under the Loan Documents to which it is a party, or other than (ba) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (iib) any agreements governing any Attributable Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions contained on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the organizational documents time any Subsidiary becomes a Subsidiary of a Loan Party, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that 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 Subsidiary that is not a Guarantor as of the Effective Daterestriction or condition contained therein, and (iiie) customary restrictions in connection with any Permitted Lien or restriction pursuant to any document document, agreement or instrument governing or relating to any Permitted Lien permitted under Sections 8.01(b), (provided that e)(i), (f)(i), (i), (p), (r), (u), or (bb) or any agreement governing Junior Indebtedness, or any agreement or option to Dispose any asset of the Borrower or any of its Subsidiaries, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided, that, any such restriction contained therein relates only to the asset assets or assets property subject to such Permitted LienLien or being Disposed), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiary.
Appears in 2 contracts
Sources: Credit Agreement (ironSource LTD), Credit Agreement (ironSource LTD)
Negative Pledge. The Borrower shall Obligors will not, and shall will not permit any other Loan Party or Subsidiary of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any Contractual Obligation (other than this Agreement) that prohibits, restricts or imposes any condition upon the ability of (a) any Group Member to create, assume, incur, incur or permit or suffer to exist any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of assets (including the Borrower in any Person owning any Borrowing Base PropertyEquity Interests owned by such Group Member), now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property Group Member to make Restricted Payments to the Company or any direct other Obligor or indirect ownership interest to make or repay loans or advances to the Company or any other Obligor or to guarantee the Guarantee Obligations or (c) Group Member to otherwise transfer (including by way of a pledge) property to the Borrower Company or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except an Obligor; provided that (i) pursuant the foregoing shall not apply to this Agreement prohibitions, restrictions and conditions imposed by Requirements of Law or by Contractual Obligations in effect as of the other Loan DocumentsClosing (and any extensions, renewals or modifications thereof) (and, for the avoidance of doubt, such restrictions do not apply to any Qualified Asset or to the Equity Interests of any Obligor or any Qualified Asset Owner unless it relates to a Permitted Encumbrance), (ii) the foregoing shall not apply to customary prohibitions, restrictions and conditions contained in agreements relating to the organizational documents sale of any a Subsidiary or its assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that is not a Guarantor as of the Effective Dateto be sold and such sale is permitted hereunder, (iii) customary the foregoing shall not apply to prohibitions, restrictions in connection with or conditions imposed by any Permitted Lien agreement relating to Secured Indebtedness permitted by this Agreement (including mortgage financings and CMBS Financings) if such prohibitions, restrictions or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates conditions apply only to the asset property or assets subject securing such Indebtedness (and, for the Lineage Logistics Note Purchase Agreement avoidance of doubt, such restrictions do not apply to such Permitted Lienany Qualified Asset or to the Equity Interests of any Obligor or any Qualified Asset Owner, except to the extent permitted by clause (x) below), (iv) the foregoing shall not apply to prohibitions, restrictions or conditions in joint venture agreements and other similar agreements applicable to Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business, (v) the foregoing shall not apply to prohibitions, restrictions or conditions that are customary prohibitions, restrictions in or conditions on leases, subleases, licenses and sublicenses or asset sale agreement agreements otherwise permitted by this Agreement hereby so long as such prohibitions, restrictions or conditions solely relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) clause (a) of the foregoing shall not apply to customary provisions restrictions or conditions restricting assignment of any agreement entered into in the ordinary course of business. Without , (vii) the foregoing shall not apply to provisions restricting the granting of a security interest in intellectual property contained in licenses or sublicenses by the Company and its Subsidiaries of such intellectual property, which licenses and sublicenses were entered into in the ordinary course of business (in which case such prohibition or restriction shall relate only to such intellectual property), (viii) the foregoing shall not apply to restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the ordinary course of business, (ix) the foregoing shall not apply to prohibitions, restrictions or conditions contained in any way limiting agreement that evidences Indebtedness permitted by this Agreement that are substantially similar to, or not materially more restrictive than, those prohibitions, restrictions or conditions contained in this Agreement, (x) the foregoing, the Borrower shall not, and foregoing clause (a) shall not permit apply to prohibitions, restrictions or conditions contained in any other Loan Party or Subsidiary tomortgage financing, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness CMBS Financing or other financing on the pledge of Equity Interests in the direct or indirect parent of an Obligor (other than a Qualified Asset Owner), Group Member (other than a Qualified Asset Owner) or a Qualified Asset Owner, (xi) the foregoing shall not apply to assets subject to retention of title and (xii) the foregoing shall not apply to any prohibitions, restrictions or conditions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations under referred to in clauses (i) through (x) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive in any Senior Notes Indenture entered into by the Borrower material respect with respect to such prohibitions, restrictions or any Subsidiaryconditions than those in place prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Note Purchase Agreement (Lineage, Inc.), Note Purchase Agreement (Lineage, Inc.)
Negative Pledge. (a) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (ai) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Collateral Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Collateral Property, now owned or hereafter acquired, except for Permitted LiensLiens described in clauses (c), (g), (i) and (j) of the definition of that term, (ii) create, assume, incur, permit or (b) permit suffer to exist any Borrowing Base Property Lien on other Collateral, or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledgeany other Collateral, except for Permitted Liens described in clauses (c), (g), (i) pursuant and (j) of the definition of that term, or (iii) create, assume, or incur any Lien (other than Permitted Liens) upon any of its other 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 Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded 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 (A) the Borrower, such Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist without violation of this Agreement and (B) is secured by a Lien permitted to exist under the other Loan Documents, and (y) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) customary restrictions contained in the organizational documents of or other agreements binding on any Subsidiary that is not a Guarantor as Wholly Owned Subsidiary (but only to the extent such Negative Pledge covers any Equity Interest in such Subsidiary or the property or assets of the Effective Date, such Subsidiary); (iii) customary restrictions in connection with any Permitted Lien an agreement relating to the sale of a Subsidiary or any document or instrument governing any Permitted Lien (assets pending such sale, provided that in any such restriction contained therein relates case the Negative Pledge applies only to the asset Subsidiary or the assets that are the subject to of such Permitted Lien), sale or (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such a Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of contained in any agreement entered into that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to those restrictions contained in the ordinary course of business. Without in any way limiting Loan Documents.; provided that, notwithstanding the foregoing, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, create, assume, incur, permit any Collateral Property or suffer to exist any Lien on direct or indirect ownership interest of the Borrower in any Person owning any Collateral Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiarybe subject to a Negative Pledge.
Appears in 2 contracts
Sources: Term Loan Agreement (Diversified Healthcare Trust), Credit Agreement (Diversified Healthcare Trust)
Negative Pledge. The (a) Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (ai) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property Asset or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base PropertyAsset, now owned or hereafter acquired, except for Permitted Liens, Liens or (bii) permit any Borrowing Base Property Asset or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base PropertyAsset, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any Pledge if such Negative Pledge prohibits or similar contractual covenant does not purports to prohibit the granting creation of Liens securing a Lien on such Borrowing Base Asset or ownership interest as security for the Guaranteed Obligations Obligations.
(b) Neither the Parent nor the Borrower, and (vi) customary provisions restricting assignment of any agreement entered into in neither the ordinary course of business. Without in any way limiting the foregoing, Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, create, assume, incur, permit or suffer to exist incur any Lien on (other than Permitted Liens) upon any Property of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to secure the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any Senior Notes Indebtedness of the covenants contained in Section 10.1.
(c) If notwithstanding the immediately preceding clause (a), any Borrowing Base Asset becomes subject to a Lien causing such Borrowing Base Asset to no longer satisfy the definition of Eligible Property, Unencumbered Mortgage Receivable or other obligations under any Senior Notes Indenture entered into by Unencumbered Cash, as applicable, then the Borrower or the applicable Subsidiary shall cause the Obligations to be secured equally and ratably with all other obligations secured by such Lien, and in any Subsidiarycase the Lenders shall have the benefit, to the full extent that and with such priority as, the Lenders may be entitled under Applicable Law, of an equitable Lien on such Borrowing Base Asset as security for the Obligations. The grant of a Lien pursuant to this Section 10.2.(c) shall not be deemed to cure any Default or Event of Default occurring as a result of such Borrowing Base Asset becoming subject to such Lien.
Appears in 2 contracts
Sources: Credit Agreement (Broadstone Net Lease Inc), Credit Agreement (Broadstone Net Lease Inc)
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning a Borrowing Base Propertyany Unencumbered Pool Asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning an Unencumbered Pool Asset, to be subject to a Negative Pledge, except for any Negative Pledge contained in (i) pursuant to this the Existing Credit Agreement (and the other Loan Documents, provisions thereof) or (ii) customary restrictions contained any other agreement (or provision thereof) in favor of the organizational documents holders of any Subsidiary Indebtedness that is not a Guarantor as of pari passu with the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without on terms no more onerous in any way limiting the foregoingmaterial respect than those set forth in this Agreement. Prior to securitization, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary Warehouse Entity to, (a) create, assume, incur, permit or suffer to exist any Lien on any Property to secure asset of such Warehouse Entity or any Senior Notes Indebtedness direct or other obligations under any Senior Notes Indenture entered into by indirect ownership interest of the Borrower or Spirit REIT in any SubsidiaryPerson owning such asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any asset of such Warehouse Entity or any direct or indirect ownership interest of the Borrower or Spirit REIT or in any Person owning such asset, to be subject to a Negative Pledge, except for any Negative Pledge contained in (i) the Existing Credit Agreement (and the provisions thereof) or (ii) any other agreement (or provision thereof) in favor of the holders of Indebtedness that is pari passu with the Obligations on terms no more onerous in any material respect than those set forth in this Agreement.
Appears in 2 contracts
Sources: Term Loan Agreement (Spirit Realty, L.P.), Term Loan Agreement (Spirit Realty, L.P.)
Negative Pledge. (a) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (ai) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Collateral Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Collateral Property, now owned or hereafter acquired, except for Permitted LiensLiens described in clauses (c), (g), (i) and (j) of the definition of that term, (ii) create, assume, incur, permit or (b) permit suffer to exist any Borrowing Base Property Lien on other Collateral, or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledgeany other Collateral, except for Permitted Liens described in clauses (c), (g), (i) pursuant and (j) of the definition of that term, or (iii) create, assume, or incur any Lien (other than Permitted Liens) upon any of its other 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 Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded 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 (A) the Borrower, such Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist without violation of this Agreement and (B) is secured by a Lien permitted to exist under the other Loan Documents, and (y) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) customary restrictions contained in the organizational documents of or other agreements binding on any Subsidiary that is not a Guarantor as Wholly Owned Subsidiary (but only to the extent such Negative Pledge covers any Equity Interest in such Subsidiary or the property or assets of the Effective Date, such Subsidiary); (iii) customary restrictions in connection with any Permitted Lien an agreement relating to the sale of a Subsidiary or any document or instrument governing any Permitted Lien (assets pending such sale, provided that in any such restriction contained therein relates case the Negative Pledge applies only to the asset Subsidiary or the assets that are the subject to of such Permitted Lien), sale or (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such a Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of contained in any agreement entered into that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to those restrictions contained in the ordinary course of business. Without in any way limiting Loan Documents; provided that, notwithstanding the foregoing, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, create, assume, incur, permit any Collateral Property or suffer to exist any Lien on direct or indirect ownership interest of the Borrower in any Person owning any Collateral Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiarybe subject to a Negative Pledge.
Appears in 2 contracts
Sources: Credit Agreement (Diversified Healthcare Trust), Credit Agreement (Diversified Healthcare Trust)
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any of its Restricted Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, assets except (i) pursuant to this Agreement and agreements in favor of the other Loan DocumentsSecured Parties, (ii) customary restrictions contained agreements in favor of secured parties in accordance with the organizational documents of any Subsidiary that is not a Guarantor as of the Effective DateSecond Lien Loan Documents, or (iii) customary restrictions in connection with prohibitions or conditions under (A) any Permitted Lien or any document purchase money Debt permitted by Section 5.02(b)(ii) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt (together with any Permitted Lien accessions and additions thereto and the proceeds thereof), (provided that B) any such restriction contained therein relates only Surviving Debt or (C) any Capitalized Lease permitted by Section 5.02(b)(ii) solely to the asset or assets extent that such Capitalized Lease prohibits a Lien on the property subject to such Permitted Lienthereto (together with any accessions and additions thereto and the proceeds thereof), (iv) specific property to be sold pursuant to an executed agreement with respect to a permitted Transfer permitted under this agreement; (iv) restrictions by reason of customary restrictions provisions restricting Liens, assignments, subletting or other transfers contained in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement agreements entered into in the ordinary course of business. Without business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be); (v) restrictions and conditions applicable to any Restricted Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Restricted Subsidiary was acquired, were not created in any way limiting anticipation of such acquisition and apply solely to such acquired Restricted Subsidiary; or (vi) restrictions disclosed in Schedule 5.02(l) to the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiaryDisclosure Letter.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Metrologic Instruments Inc), First Lien Credit Agreement (Metrologic Instruments Inc)
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any Loan Party to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest assets in favor of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, Secured Parties except (i) pursuant to this Agreement and in favor of the other Loan DocumentsSecured Parties, (ii) customary which (x) exist on the Closing Date and (y) to the extent restrictions contained permitted by clause (x) are set forth in an agreement evidencing Debt, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Debt so long as such renewal, extension or refinancing does not expand the organizational documents scope of such restrictions, (iii) in connection with (A) any Debt permitted by Section 7.2(e) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, or (B) any Financing Lease permitted by Section 7.2(f) solely to the extent that such Financing Lease prohibits a Lien on the property subject thereto, or (C) any Debt outstanding on the date any Restricted Subsidiary of the Borrower becomes such a Restricted Subsidiary (so long as such agreement was not entered into solely in contemplation of such Restricted Subsidiary becoming a Restricted Subsidiary of the Borrower), or (D) any Debt permitted by Section 7.2(l) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property of the relevant borrowing entity or (E) the 2022 Senior Notes, or (F) the 2024 Senior Notes, or (G) the 2025 Senior Notes, or (H) Permitted Other Debt, or (I) any Debt permitted by Sections 7.2(o)-(q), (s) and (u) or (J) any NMTC Documents; provided that any such restriction relates only to related NMTC Property, or (K) any Debt of a Restricted Subsidiary that is not a Guarantor as of the Effective DateLoan Party that is permitted by Section 7.2, (iiior) customary restrictions in connection with (L) any Permitted Lien Cash Management Agreement or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only similar agreement permitted by Section 7.2(n) solely to the asset or assets extent such Debt prohibits a Lien on the property subject to such Permitted Lien)thereto, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement agreements otherwise permitted by this Agreement hereby so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business. Without , (vi) restrictions set forth in any way limiting agreement relating to any Liens permitted under Section 7.1 that limit the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by right of the Borrower or any SubsidiaryRestricted Subsidiary to encumber the assets subject thereto, (vii) customary restrictions that arise in connection with any Disposition permitted by Section 7.5 solely to the assets subject to such Disposition, or (viii) pursuant to any Requirements of Law.
Appears in 2 contracts
Sources: Credit Agreement (Davita Inc.), Credit Agreement (Davita Inc.)
Negative Pledge. The Borrower shall Obligors will not, and shall will not permit any other Loan Party or Subsidiary of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any Contractual Obligation (other than this Agreement) that prohibits, restricts or imposes any condition upon the ability of (a) any Group Member to create, assume, incur, incur or permit or suffer to exist any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of assets (including the Borrower in any Person owning any Borrowing Base PropertyEquity Interests owned by such Group Member), now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property Group Member to make Restricted Payments to the Company or any direct other Obligor or indirect ownership interest to make or repay loans or advances to the Company or any other Obligor or to guarantee the Guarantee Obligations or (c) Group Member to otherwise transfer (including by way of a pledge) property to the Borrower Company or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except an Obligor; provided that (i) pursuant the foregoing shall not apply to this Agreement prohibitions, restrictions and conditions imposed by Requirements of Law or by Contractual Obligations in effect as of the other Loan DocumentsClosing Date (and any extensions, renewals or modifications thereof) (and, for the avoidance of doubt, such restrictions do not apply to any Qualified Asset or to the Equity Interests of any Obligor or any Qualified Asset Owner unless it relates to a Permitted Encumbrance), (ii) the foregoing shall not apply to customary prohibitions, restrictions and conditions contained in agreements relating to the organizational documents sale of any a Subsidiary or its assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that is not a Guarantor as of the Effective Dateto be sold and such sale is permitted hereunder, (iii) customary the foregoing shall not apply to prohibitions, restrictions in connection with or conditions imposed by any Permitted Lien agreement relating to Secured Indebtedness permitted by this Agreement (including mortgage financings and CMBS Financings) if such prohibitions, restrictions or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates conditions apply only to the asset property or assets subject securing such Indebtedness (and, for the avoidance of doubt, such restrictions do not apply to such Permitted Lienany Qualified Asset or to the Equity Interests of any Obligor or any Qualified Asset Owner, except to the extent permitted by clause (x) below), (iv) the foregoing shall not apply to prohibitions, restrictions or conditions in joint venture agreements and other similar agreements applicable to Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business, (v) the foregoing shall not apply to prohibitions, restrictions or conditions that are customary prohibitions, restrictions in or conditions on leases, subleases, licenses and sublicenses or asset sale agreement agreements otherwise permitted by this Agreement hereby so long as such prohibitions, restrictions or conditions solely relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) clause (a) of the foregoing shall not apply to customary provisions restrictions or conditions restricting assignment of any agreement entered into in the ordinary course of business. Without , (vii) the foregoing shall not apply to provisions restricting the granting of a security Lineage Logistics, LLC Note Purchase Agreement interest in intellectual property contained in licenses or sublicenses by the Company and its Subsidiaries of such intellectual property, which licenses and sublicenses were entered into in the ordinary course of business (in which case such prohibition or restriction shall relate only to such intellectual property), (viii) the foregoing shall not apply to restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the ordinary course of business, (ix) the foregoing shall not apply to prohibitions, restrictions or conditions contained in any way limiting agreement that evidences Indebtedness permitted by this Agreement that are substantially similar to, or not materially more restrictive than, those prohibitions, restrictions or conditions contained in this Agreement, (x) the foregoing, the Borrower shall not, and foregoing clause (a) shall not permit apply to prohibitions, restrictions or conditions contained in any other Loan Party or Subsidiary tomortgage financing, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness CMBS Financing or other financing on the pledge of Equity Interests in the direct or indirect parent of an Obligor (other than a Qualified Asset Owner), Group Member (other than a Qualified Asset Owner) or a Qualified Asset Owner, (xi) the foregoing shall not apply to assets subject to retention of title and (xii) the foregoing shall not apply to any prohibitions, restrictions or conditions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations under referred to in clauses (i) through (x) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive in any Senior Notes Indenture entered into by the Borrower material respect with respect to such prohibitions, restrictions or any Subsidiaryconditions than those in place prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement The Parent and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, 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 and Liens on assets of an Excluded Subsidiary securing the Indebtedness which causes such Subsidiary to be an Excluded Subsidiary) 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 Default or Event of Default is or would be in existence.
(b) The Parent and 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 any agreement (i)(x) evidencing Indebtedness which the Parent, the Borrower, such other Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.3., (y) which Indebtedness is secured by a Lien permitted to exist, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) consisting of customary provisions in leases and other contracts restricting the assignment thereof; or (iii) relating to the sale of a Subsidiary or assets pending such sale, provided that in any Property such case the Negative Pledge applies only to secure the Subsidiary or the assets that are the subject of such sale.
(c) The Parent and the Borrower shall not, and shall not permit any Senior Notes Indebtedness other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other obligations under any Senior Notes Indenture entered into equity interests owned by the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary, except for any such encumbrances or restrictions, (A) contained in agreements relating to the sale of a Subsidiary or assets pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Sections 10.3. and 10.6.(a), provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (B) set forth in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary) or (C) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction covers any Equity Interest in such Unconsolidated Affiliate).
Appears in 1 contract
Negative Pledge. The Borrower shall notEnter into or sufferbe subject to existany agreement, and shall not or permit any other Loan Party of its Restricted Subsidiaries to enter into or Subsidiary tosufferbe subject to exist, (a) create, assume, incur, permit any agreement prohibiting or suffer to exist conditioning the creation or assumption of any Lien on upon any Borrowing Base Property of its property or assets (including, without limitation, any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative PledgeUnencumbered Assets), except (i) pursuant to this Agreement and the other Loan Documents, Documents or (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with (A) any Permitted Lien or any document or instrument governing any Permitted Lien (Non‑Recourse Debt, provided that any the terms of such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Debt, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into and of any instrument issued in connection therewith, do not provide for or prohibit or condition the ordinary course creation of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property Unencumbered Assets and are otherwise permitted by the Loan Documents, (B) any purchase money Debt permitted under Section 5.02(b)(iv)(A) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, (C) any Capitalized Lease permitted by Section 5.02(b)(iv)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or (D) any Debt outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower); provided, however, that (1) an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets shall be deemed to not constitute an agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets for purposes of this Section 5.02(m) and (2) any provision of the Senior Financing Loan Documents restricting the ability of any Loan Party to encumber its assets (exclusive of any outright prohibition on the ability of any Loan Party to encumber particular assets) shall be deemed to not constitute an agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets for purposes of this Section 5.02(m), so long as such provision is generally consistent with a comparable provision of the Loan Documents., governing any Debt which constitutes a Negative Pledge, other than (i) restrictions on further subordinate Liens on Assets encumbered by a mortgage, deed to secure debt or deed of trust securing such Debt or (ii) Negative Pledges with respect to any Senior Notes Indebtedness or other obligations Asset that is not an Unencumbered Asset (it being agreed that an Asset that is included as an Unencumbered Asset that becomes subject to a Negative Pledge not otherwise permitted under any Senior Notes Indenture entered into by clause (vi) of the definition of the term “Unencumbered Asset Conditions” shall be deemed removed as an Unencumbered Asset in accordance with Section 5.01(j)(ii) and the Borrower or any Subsidiaryshall comply with the requirements of such Section).
Appears in 1 contract
Sources: Term Loan Agreement (Easterly Government Properties, Inc.)
Negative Pledge. (a) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (ai) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Collateral Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Collateral Property, now owned or hereafter acquired, except for Permitted LiensLiens described in clauses (c), (g), (i) and (j) of the definition of that term, (ii) create, assume, incur, permit or suffer to exist any Lien on other Collateral, (b) permit any Borrowing Base including, without limitation, each Collateral Property Account), or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledgeany other Collateral, except for Permitted Liens described in clauses (c), (g), (i) pursuant and, (j) and (m) of the definition of that term, or (iii) create, assume, or incur any Lien (other than Permitted Liens) upon any of its other 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 Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded 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 (A) the Borrower, such Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist without violation of this Agreement and (B) is secured by a Lien permitted to exist under the other Loan Documents, and (y) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) customary restrictions contained in the organizational documents of or other agreements binding on any Subsidiary that is not a Guarantor as Wholly Owned Subsidiary (but only to the extent such Negative Pledge covers any Equity Interest in such Subsidiary or the property or assets of the Effective Date, such Subsidiary); (iii) customary restrictions in connection with any Permitted Lien an agreement relating to the sale of a Subsidiary or any document or instrument governing any Permitted Lien (assets pending such sale, provided that in any such restriction contained therein relates case the Negative Pledge applies only to the asset Subsidiary or the assets that are the subject to of such Permitted Lien), sale or (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such a Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of contained in any agreement entered into that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to those restrictions contained in the ordinary course of business. Without in any way limiting Loan Documents; provided that, notwithstanding the foregoing, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, createpermit any Collateral Property or, assume, incur, permit any direct or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by indirect ownership interest of the Borrower in any Person owning any Collateral Property, or any SubsidiaryCollateral Property Account to be subject to a Negative Pledge.
Appears in 1 contract
Negative Pledge. The Borrower (a) Notwithstanding any provisions in this Agreement or any other Note Document to the contrary, no Note Party shall notenter into or suffer to exist, and shall not or permit any other Loan Party of its Subsidiaries to enter into or Subsidiary tosuffer to exist, (a) create, assume, incur, permit any agreement prohibiting or suffer to exist conditioning the creation or assumption of any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, assets except (i) pursuant to this Agreement and agreements set forth in the other Loan Documents, Note Documents or (ii) prohibitions or conditions by reason of customary restrictions provisions restricting pledges, assignments, subletting or other transfers contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement agreements entered into in the ordinary course of business. Without in business (provided that such restrictions are limited to the property or assets subject to such leases, licenses or similar agreements, as the case may be), or (b) any way agreement or arrangement limiting the foregoingability of any Note Party’s Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Indebtedness owed to, make loans or advances to, or otherwise transfer assets to or make investments in, any Note Party or any of its Subsidiaries (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (A) the Note Documents, (B) in connection with any new Subsidiary after the Closing Date, any agreement in effect at the time a Person first became a Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or (C) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder.
(b) Except with respect to (a) specific property to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, subleases, licenses, sublicenses, or similar agreements, as the case may be), and (c) restrictions or agreements (i) existing under or by reason of this Agreement and the other Note Documents or (ii) arising in connection with cash or other deposits permitted under this Agreement and limited to such cash or deposit, no Note Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien in favor of the Administrative Agent, Collateral Agent, the Borrower shall notPurchasers, and shall not permit or any other Loan Secured Party upon any of its properties or Subsidiary toassets, create, assume, incur, permit whether now owned or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiaryhereafter acquired.
Appears in 1 contract
Sources: Senior Secured Note Purchase Agreement (Vahanna Tech Edge Acquisition I Corp.)
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into 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 on upon any Borrowing Base Property of its property or assets (including, without limitation, any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative PledgeUnencumbered Assets), except (i) pursuant to this Agreement and the other Loan Documents, Documents or (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with (A) any Permitted Lien or any document or instrument governing any Permitted Lien (Non‑Recourse Debt, provided that any the terms of such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Debt, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into and of any instrument issued in connection therewith, do not provide for or prohibit or condition the ordinary course creation of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property Unencumbered Assets and are otherwise permitted by the Loan Documents, (B) any purchase money Debt permitted under Section 5.02(b)(iv)(A) solely to secure the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, (C) any Senior Notes Indebtedness Capitalized Lease permitted by Section 5.02(b)(iv)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or other obligations under (D) any Senior Notes Indenture Debt outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into by solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower Borrower); provided, however, that (1) an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets shall be deemed to not constitute an agreement prohibiting or conditioning the creation or assumption of any SubsidiaryLien upon any of its property or assets for purposes of this Section 5.02(m) and (2) any provision of the Senior Financing Loan Documents restricting the ability of any Loan Party to encumber its assets (exclusive of any outright prohibition on the ability of any Loan Party to encumber particular assets) shall be deemed to not constitute an agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets for purposes of this Section 5.02(m), so long as such provision is generally consistent with a comparable provision of the Loan Documents.
Appears in 1 contract
Sources: Term Loan Agreement (Easterly Government Properties, Inc.)
Negative Pledge. The Borrower shall not, and shall not Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits or restricts the ability of any Restricted Subsidiary (other than an Excluded Subsidiary) (i) that is not a Loan Party, to make dividends or distributions to (directly or indirectly), or to make or repay loans or advances to, any Loan Party or Subsidiary to, (aii) to create, assume, incur, permit assume or suffer to exist any Lien Liens on any Borrowing Base Property or any direct or indirect ownership interest property of such Person (other than Excluded Assets) for the benefit of the Borrower Lenders to secure the Obligations under the Loan Documents (other than Incremental Facilities that are not intended to be secured on a first lien basis); provided that the foregoing shall not apply to Contractual Obligations that:
(a) exist on the Closing Date, including Contractual Obligations governing Indebtedness incurred on the Closing Date to finance the Transactions and any Permitted Refinancing thereof or other Contractual Obligations executed on the Closing Date in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or connection with the Transactions;
(b) permit are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary or binding with respect to any Borrowing Base Property or any direct or indirect ownership interest asset at the time such asset was acquired;
(c) are Contractual Obligations of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Restricted Subsidiary that is not a Guarantor as of Loan Party or to the Effective Date, extent applicable only to Excluded Assets;
(iiid) are customary restrictions that arise in connection with (A) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only permitted by Section 7.01 and relate to the asset or assets property subject to such Permitted Lien), Lien or (ivB) customary 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 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 and licenses, sublicenses or asset agreements governing a disposition of assets, trading, netting, operating, construction, service, supply, purchase, sale agreement otherwise permitted by this Agreement or other agreements entered into in the ordinary course of business so long as such restrictions relate only to the assets subject thereto, ;
(vh) comprise restrictions imposed by any restrictions agreement relating to secured Indebtedness permitted pursuant to Section 7.03 to the Senior Notes Indenture so long as extent that such restrictions apply only to the property or assets securing such Indebtedness;
(i) are customary provisions restricting subletting or assignment of any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and lease governing a leasehold interest;
(vij) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without ;
(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 way Restricted Subsidiary than customary market terms for Indebtedness of such type, or
(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(h), (i), (j), (k), (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 foregoingDisposition, the Borrower shall not, and shall not permit any other Loan Party distribution or Subsidiary to, create, assume, incur, permit encumbrance of assets or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness property) included in sale leaseback agreements or other obligations under any Senior Notes Indenture similar agreements;
(r) net worth provisions contained in agreements entered into by the Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower or such Restricted Subsidiary to meet 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 7.08; 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.
Appears in 1 contract
Sources: First Lien Credit Agreement (Petco Health & Wellness Company, Inc.)
Negative Pledge. The Borrower shall notEnter into or suffer to exist, and shall not or permit any other Loan Party of its Subsidiaries to enter into or Subsidiary tosuffer to exist, (x) any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest agreements in favor of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, Administrative Agent or (b) permit any Borrowing Base Property prohibitions or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except conditions under (i) pursuant any Capital Lease permitted by Section 7.03(c) solely to this Agreement and the other Loan Documentsextent that such Capital Lease prohibits a Lien on the property subject thereto, or (ii) by reason of customary restrictions provisions restricting pledges, assignments, subletting or other transfers contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement agreements entered into in the ordinary course of business. Without in business (provided that such restrictions are limited to the property or assets subject to such leases, licenses or similar agreements, as the case may be) or (iii) any way Indebtedness outstanding on the Closing Date (including, for the avoidance of doubt, the Indebtedness under the Existing Agreements and the Convertible Notes) or (y) any agreement or arrangement limiting the foregoing, the Borrower shall not, and shall not permit ability of any of its Subsidiaries to declare or pay dividends or other Loan Party distributions in respect of its Equity Interests or Subsidiary repay or prepay any Indebtedness owed to, createmake loans or advances to, assumeor otherwise transfer assets to or make Investments in, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiaryof its Subsidiaries of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (a) the Loan Documents and (b) any Indebtedness outstanding on the Closing Date (including, for the avoidance of doubt, the Indebtedness under the Existing Agreements and the Convertible Notes).
Appears in 1 contract
Sources: Restructuring Support Agreement (Novelion Therapeutics Inc.)
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any of its Restricted Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except prohibitions or conditions under (A) any Existing Debt, or (B) any purchase money Debt permitted by Section 7.02(b)(ii) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, (C) any Borrowing Base Property or Capitalized Lease permitted by Section 7.02(b)(iii) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, (D) any direct or indirect ownership interest Debt outstanding on the date any Person first becomes a Restricted Subsidiaries of the Borrower (so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiaries of the Borrower), (E) the Support Agreement, (F) the Shy Settlement, (G) agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (H) leases, subleases or licenses, sublicenses or service contracts restricting the assignment thereof, (I) any agreement in effect at the time any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest becomes a Subsidiary of the Borrower or a Guarantor, provided that such agreement was not entered in contemplation of such Person becoming a Subsidiary, (J) any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except other contractual requirements (i) including pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained any corporate governance documents in the organizational documents nature of any a charter or by-laws) of a Finance Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions arising in connection with any a Permitted Lien or any document or instrument governing any Permitted Lien (provided Receivables Financing, provided, that any such restriction contained therein relates encumbrances and restrictions apply only to the asset or assets subject to such Permitted Lien)Finance Subsidiary, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (vK) any restrictions pursuant to agreement in effect on the Senior Notes Indenture so long date hereof as any such Negative Pledge agreement is in effect on such date, (L) the documentation with respect to the Debt permitted by Section 7.02(b)(xx) or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (viM) customary provisions restricting assignment of any agreement in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business. Without business that restrict the transfer of ownership interests in any way limiting the foregoingsuch partnership, the Borrower shall notlimited liability company, and shall not permit any other Loan Party joint venture or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiarysimilar Person.
Appears in 1 contract
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any Lien on of its Subsidiaries (x) that directly or indirectly own (including pursuant to a Qualifying Ground Lease) any Borrowing Base Property Unencumbered Assets or lease any direct Unencumbered Assets pursuant to an Operating Lease to enter into or indirect ownership interest suffer to exist, any Negative Pledge upon any of the Borrower in its property or assets (including, without limitation, any Person owning any Borrowing Base Property, now owned or hereafter acquiredUnencumbered Assets), except for Permitted Lienspursuant to the Loan Documents, the 2024 Term Loan Facility and the 2023 Revolver/Term Loan Facilities or (by) permit that do not directly or indirectly own any Borrowing Base Property Unencumbered Assets to enter into or suffer to exist, any direct Negative Pledge upon any of its property or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, assets except (i) pursuant to this Agreement and the other Loan Documentsin connection with any Existing Debt, (ii) customary restrictions contained in pursuant to the organizational documents of any Subsidiary that is not a Guarantor as of Loan Documents and under the Effective Date2024 Term Loan Facility, the 2023 Revolver/Term Loan Facilities, the Summit JV MR1 Facility and the Summit SubJV Facility or (iii) customary restrictions in connection with (A) any Non-Recourse Debt or Permitted Lien or any document or instrument governing any Permitted Lien (Recourse Debt, provided that any the terms of such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Indebtedness, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into and of any instrument issued in connection therewith, do not provide for or prohibit or condition the ordinary course creation of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property Unencumbered Assets and are otherwise permitted by the Loan Documents (provided further that any restriction of the type described in the proviso in the definition of “Negative Pledge” shall not be deemed to secure violate the foregoing restriction), (B) any Senior Notes purchase money Indebtedness permitted under Section 5.02(b)(iii)(A) solely to the extent that the agreement or other obligations under instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (C) any Senior Notes Indenture Capitalized Lease permitted by Section 5.02(b)(iii)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or (D) any Indebtedness outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into by solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower or any SubsidiaryBorrower).
Appears in 1 contract
Sources: Delayed Draw Term Loan Agreement (Summit Hotel Properties, Inc.)
Negative Pledge. The Borrower shall not, and shall not Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits or restricts the ability of any Restricted Subsidiary (other than an Excluded Subsidiary) (i) that is not a Loan Party, to make dividends or distributions to (directly or indirectly), or to make or repay loans or advances to, any Loan Party or Subsidiary to, (aii) to create, assume, incur, permit assume or suffer to exist any Lien Liens on any Borrowing Base Property or any direct or indirect ownership interest property of such Person (other than Excluded Assets) for the benefit of the Borrower Lenders to secure the Obligations under the Loan Documents (other than Incremental Facilities that are not intended to be secured on a first lien basis); provided that the foregoing shall not apply to Contractual Obligations that:
(a) exist on the Closing Date, including Contractual Obligations governing Indebtedness incurred on the Closing Date to finance the Transactions and any Permitted Refinancing thereof or other Contractual Obligations executed on the Closing Date in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or connection with the Transactions;
(b) permit are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary or binding with respect to any Borrowing Base Property or any direct or indirect ownership interest asset at the time such asset was acquired;
(c) are Contractual Obligations of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Restricted Subsidiary that is not a Guarantor as of Loan Party or to the Effective Date, extent applicable only to Excluded Assets;
(iiid) are customary restrictions that arise in connection with (A) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only permitted by Section 7.01 and relate to the asset or assets property subject to such Permitted Lien), Lien or (ivB) customary 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 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 and licenses, sublicenses or asset agreements governing a disposition of assets, trading, netting, operating, construction, service, supply, purchase, sale agreement otherwise permitted by this Agreement or other agreements entered into in the ordinary course of business so long as such restrictions relate only to the assets subject thereto, ;
(vh) comprise restrictions imposed by any restrictions agreement relating to secured Indebtedness permitted pursuant to Section 7.03 to the Senior Notes Indenture so long as extent that such restrictions apply only to the property or assets securing such Indebtedness and the proceeds and products thereof;
(i) are customary provisions restricting subletting or assignment of any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and lease governing a leasehold interest;
(vij) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without ;
(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 way Restricted Subsidiary than customary market terms for Indebtedness of such type, (ii) no more restrictive than the restrictions contained in this Agreement, or (iii) 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(b), (h), (i), (j), (k), (l), (m), (x) or (y);
(p) Contractual Obligations that are subject to the applicable override provisions of the UCC or the PPSA;
(q) customary provisions (including provisions limiting the foregoingDisposition, the Borrower shall not, and shall not permit any other Loan Party distribution or Subsidiary to, create, assume, incur, permit encumbrance of assets or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness property) included in sale leaseback agreements or other obligations under any Senior Notes Indenture similar agreements;
(r) net worth provisions contained in agreements entered into by the Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower or such Restricted Subsidiary to meet 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;
(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 7.08; 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; and
(v) any agreement or other instrument of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 7.03(d)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired.
Appears in 1 contract
Negative Pledge. The Borrower shall not, and shall not Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits or restricts the ability of any Restricted Subsidiary (other than an Excluded Subsidiary) (i) that is not a Loan Party, to make dividends or distributions to (directly or indirectly), or to make or repay loans or advances to, any Loan Party or Subsidiary to, (aii) to create, assume, incur, permit assume or suffer to exist any Lien Liens on any Borrowing Base Property or any direct or indirect ownership interest property of such Person (other than Excluded Assets) for the benefit of the Borrower Lenders to secure the Obligations under the Loan Documents (other than Incremental Facilities that are not intended to be secured on a first lien basis); provided that the foregoing shall not apply to Contractual Obligations that:
(a) exist on the Closing Date, including Contractual Obligations governing Indebtedness incurred on the Closing Date to finance the Transactions and any Permitted Refinancing thereof or other Contractual Obligations executed on the Closing Date in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or connection with the Transactions;
(b) permit are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary or binding with respect to any Borrowing Base Property or any direct or indirect ownership interest asset at the time such asset was acquired;
(c) are Contractual Obligations of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Restricted Subsidiary that is not a Guarantor as of Loan Party or to the Effective Date, extent applicable only to Excluded Assets;
(iiid) are customary restrictions that arise in connection with (A) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only permitted by Section 7.01 and relate to the asset or assets property subject to such Permitted Lien), Lien or (ivB) customary 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 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 and licenses, sublicenses or asset agreements governing a disposition of assets, trading, netting, operating, construction, service, supply, purchase, sale agreement otherwise permitted by this Agreement or other agreements entered into in the ordinary course of business so long as such restrictions relate only to the assets subject thereto, ;
(vh) comprise restrictions imposed by any restrictions agreement relating to secured Indebtedness permitted pursuant to Section 7.03 to the Senior Notes Indenture so long as extent that such restrictions apply only to the property or assets securing such Indebtedness and the proceeds and products thereof;
(i) are customary provisions restricting subletting or assignment of any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and lease governing a leasehold interest;
(vij) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without ;
(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 Parent (i) no more restrictive with respect to the Parent or any way Restricted Subsidiary than customary market terms for Indebtedness of such type, (ii) no more restrictive than the restrictions contained in this Agreement, or (iii) 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 Parent or any Restricted Subsidiary;
(o) customary restrictions contained in Indebtedness permitted to be incurred pursuant to Section 7.03(b), ((h)), ((i)), ((j)), ((k)), ((l)), ((m)), ((x)) or ((y));
(p) Contractual Obligations that are subject to the applicable override provisions of the UCC or the PPSA;
(q) customary provisions (including provisions limiting the foregoingDisposition, the Borrower shall not, and shall not permit any other Loan Party distribution or Subsidiary to, create, assume, incur, permit encumbrance of assets or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness property) included in sale leaseback agreements or other obligations under any Senior Notes Indenture similar agreements;
(r) net worth provisions contained in agreements entered into by the Borrower Parent or any Restricted Subsidiary, so long as the Parent has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Parent or such Restricted Subsidiary to meet 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 Parent or any Restricted Subsidiary of such Intellectual Property, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business;
(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 7.08; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith determination of the Parent, 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; and
(v) any agreement or other instrument of a Person acquired by the Parent or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 7.03(d)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired.
Appears in 1 contract
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit No Credit Party shall pledge or suffer to exist any Lien ▇▇▇▇▇ ▇ ▇▇▇▇ on any Borrowing Base Property of its assets or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Propertyproperties, whether now owned or hereafter acquired, except to any Person other than Agent for itself and for the benefit of Lenders other than Permitted Liens. No Credit Party shall permit any of its Subsidiaries to pledge or ▇▇▇▇▇ ▇ ▇▇▇▇ on any of such Subsidiary’s assets or properties, whether now owned or hereafter acquired, to any Person other than Agent for itself and for the benefit of Lenders other than Permitted Liens. The Credit Parties shall not enter into or agree to, or (b) otherwise become subject to, nor shall they permit any Borrowing Base Property of their Subsidiaries to enter into or agree to, or otherwise become subject to, any direct agreement, contract or indirect ownership interest of the Borrower or in other arrangement with any Person owning a Borrowing Base Property, (other than with respect to be subject to a Negative Pledge, except (iPermitted Liens) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents terms of which any Credit Party or any Subsidiary that of a Credit Party is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document would be prohibited from creating or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer permitting to exist any Lien on its properties or assets other than Permitted Liens, whether now owned or hereafter acquired, in favor of Agent or Lenders.
(b) Except for (i) restrictions imposed by applicable law and the governing documents of the Subsidiaries and (ii) restrictions imposed by the Loan Documents, Credit Parties shall not permit any Property of their Subsidiaries to secure enter into or agree to, or otherwise become subject to, any Senior Notes Indebtedness agreement, contract or other obligations under arrangement with any Senior Notes Indenture entered into Person pursuant to the terms of which (a) such Subsidiary is or would be prohibited from declaring or paying any cash dividends or distributions on any class of its ownership interests owned directly or indirectly by any Credit Party or from making any other distribution on account of any class of any such ownership interests owned directly or indirectly by any Credit Party (herein referred to as “Upstream Dividends”); (b) the Borrower declaration or payment of Upstream Dividends by a Subsidiary to a Credit Party or to another Subsidiary of a Credit Party, on an annual or cumulative basis, is or would be otherwise limited or restricted; (c) such Subsidiary would be prohibited from guaranteeing the Indebtedness of a Credit Party or any Subsidiaryof its Subsidiaries; or (d) such Subsidiary would be prohibited from repaying loans or advances to a Credit Party or any other Subsidiary of a Credit Party.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Firearms Training Systems Inc)
Negative Pledge. (a) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) create, assume, incur, permit or suffer to exist incur any Lien on (other than Permitted Liens) upon any Borrowing Base Property of its properties, assets, income or profits of any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, character whether now owned or hereafter acquiredacquired if immediately prior to the creation, except for Permitted Liensassumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded 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 (A) the Borrower, such Loan Party or such Subsidiary may create, incur, assume, incur, or permit or suffer to exist without violation of this Agreement and (B) is secured by a Lien permitted to exist under the Loan Documents, and (y) which prohibits the creation of any other Lien on any Property to secure any Senior Notes only the property securing such Indebtedness as of the date such agreement was entered into; (ii) the organizational documents or other obligations under agreements binding on any Senior Notes Indenture entered into by Subsidiary that is not a Wholly Owned Subsidiary (but only to the Borrower extent such Negative Pledge covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary or any SubsidiarySubsidiary thereof); (iii) an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that in any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale, or (iv) a Negative Pledge contained in any agreement that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to those restrictions contained in the Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Government Properties Income Trust)
Negative Pledge. The Borrower (a) Holdings shall not, and shall not permit any other Loan Party or Subsidiary of its Subsidiaries to, (ai) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Collateral Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted LiensLiens described in clauses (a), (c), (d), (f), (g), (i), (k), (p) and (q) of the definition of that term, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on other Collateral (including, without limitation, each Collateral Property Account), or any direct or indirect ownership interest of Parent in any Person owning any other Collateral, except for (A) solely in the case of Collateral Property Accounts, Permitted Liens described in clauses (a), (i), (k), (l) and (p) of the definition of that term, (B) solely in the case of Pledged Interests, Permitted Liens described in clauses (a), (i), (k) and (p), and (C) solely in the case of any Collateral other than Collateral Properties, Pledged Interests and Collateral Property Accounts, Permitted Liens. Holdings and the Borrower shall not, and shall not permit any Subsidiary of Holdings to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its other properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to secure the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any Senior Notes of the covenants contained in Section 9.1.
(b) Holdings and the Borrower shall not, and shall not permit any Subsidiary of Holdings to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in (i) an agreement evidencing Indebtedness which (A) such Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist without violation of this Agreement and (B) does not prohibit or otherwise restrict the Liens in favor of the Administrative Agent for the benefit of the Lenders pursuant to the Loan Documents or any replacement or refinancing thereof in either case in an aggregate principal amount not to exceed the sum of the aggregate then-current maximum principal amount of Loans and Commitments plus the amount of customary closing fees and expenses to be paid in connection with such replacement or refinancing; provided that no general prohibition on the incurrence of Indebtedness or other obligations under the granting of Liens as a result of failing to satisfy any Senior Notes Indenture Indebtedness incurrence test or financial ratio shall cause this clause (i) not to be satisfied; (ii) an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that (x) in any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale and (y) in the case of any such agreement relating to the sale of a Collateral Property, such sale constitutes a Qualified Collateral Property Sale; or (iii) an agreement containing customary provisions restricting assignment of such agreement entered into by the Borrower Parent, any other Loan Party or any SubsidiarySubsidiary of Holdings in the ordinary course of business.
Appears in 1 contract
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement The Parent and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, 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 and Liens on assets of an Excluded Subsidiary securing the Indebtedness which causes such Subsidiary to be an Excluded Subsidiary) 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 Default or Event of Default is or would be in existence.
(b) The Parent and 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 any agreement (i)(x) evidencing Indebtedness which the Parent, the Borrower, such other Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.3., (y) which Indebtedness is secured by a Lien permitted to exist, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; or (ii) relating to the sale of a Subsidiary or assets pending such sale, provided that in any Property such case the Negative Pledge applies only to secure the Subsidiary or the assets that are the subject of such sale.
(c) The Parent and the Borrower shall not, and shall not permit any Senior Notes Indebtedness other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other obligations under any Senior Notes Indenture entered into equity interests owned by the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary, except for any such encumbrances or restrictions, (A) contained in agreements relating to the sale of a Subsidiary or assets pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Sections 10.3. and 10.6.(a), provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (B) set forth in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary) or (C) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction covers any Equity Interest in such Unconsolidated Affiliate).
Appears in 1 contract
Negative Pledge. The Borrower Holdings shall not, and shall cause each of its Subsidiaries not permit to, enter into any agreement, instrument or other Loan undertaking to which such Person is a party or by which it or any of its property is bound (other than the Note Documents), in each case, that limits the ability (i) of any Subsidiary to make Restricted Payments to a Note Party or Subsidiary toto otherwise transfer property to any Note Party, (aii) of any Subsidiary (other than Excluded Subsidiaries) to Guarantee the Indebtedness of any Note Party hereunder, or (iii) of any Note Party to create, assume, incur, permit assume or suffer to exist any Lien the Liens under the Note Documents on any Borrowing Base Property or any direct or indirect ownership interest property of such Person, in each case, other than:
(a) restrictions that exist on the Initial Closing Date and set forth in Section 8.10 of the Borrower Initial Closing Date Disclosure Schedule and, to the extent such restrictions are set forth in an agreement evidencing Indebtedness, are set forth in any Person owning agreement evidencing any Borrowing Base Propertymodification, now owned replacement, renewal, extension or hereafter acquiredrefinancing of such Indebtedness so long as such modification, except for Permitted Liensreplacement, renewal, extension or refinancing does not expand the scope of such restrictions and is otherwise permitted by this Agreement;
(b) permit any Borrowing Base Property restrictions applicable to specific property encumbered to secure payment of particular Indebtedness or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject sold pursuant to an executed agreement with respect to a Negative Pledge, except permitted Disposition;
(i) pursuant to this Agreement and the other Loan Documents, (ii) restrictions by reason of customary restrictions provisions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses licenses, sublicenses, contracts or agreements for the sale or disposition of assets (including equity securities of any Issuer Entity) permitted hereunder and other similar agreements to the extent entry into such leases, subleases, licenses, sublicenses or asset sale agreement other agreements are not otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations prohibited hereunder and (viii) customary provisions restricting assignment of any agreement of a type not specified in the foregoing clause (i);
(d) restrictions under any subordination or intercreditor agreement reasonably acceptable to the Administrative Agent and the Requisite Holders with respect to Indebtedness permitted under Section 8.01;
(e) restrictions applicable to non-Note Parties pursuant to Indebtedness permitted under Section 8.01 and restrictions applicable to non-Note Parties or the assets of non-Note Parties (including Equity Interests held by non-Note Parties) in agreements related to Investments permitted by Section 8.05;
(f) restrictions on Persons or property at the time such Person or property is acquired; provided that such restrictions were existing at the time of such acquisition and were not created in anticipation or contemplation thereof and are limited to the Person or property so acquired (and any improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto);
(g) restrictions on assets financed or acquired pursuant to Section 8.01(d) (to the extent such restrictions were not created in contemplation of such acquisition of assets and do not extend to any assets other than such assets so acquired except to the extent permitted by Section 8.01(d));
(h) restrictions imposed by reason of any applicable Laws, rules, regulations or orders or required by any Governmental Authority having jurisdiction over any Issuer Entity;
(i) restrictions imposed by any agreement governing Indebtedness entered into after the Initial Closing Date and permitted under Section 8.01 that are, taken as a whole, in the good faith judgment of Holdings, not materially more restrictive with respect to Holdings or its Subsidiaries than customary market terms for Indebtedness of such type (and are, when taken as a whole, no more restrictive in any material respect than the restrictions contained in this Agreement), so long as Holdings shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereby or to provide security required under any Note Documents;
(j) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests permitted under this Agreement;
(i) restrictions on cash or other deposits or customary net worth provisions under contracts entered into in the ordinary course of business. Without business and restrictions that arise in connection with cash or other deposits permitted hereunder and agreements entered into in connection therewith;
(l) customary restrictions and conditions contained in documents relating to any Lien so long as (i) such Lien is permitted by Section 8.02 and such restrictions or conditions relate only to the specific asset subject to such Lien (and any improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto) and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 8.10; and
(m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, no more restrictive in any way limiting the foregoingmaterial respect with respect to such encumbrance and other restrictions, the Borrower shall nottaken as a whole, and shall not permit any other Loan Party than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiaryrefinancing.
Appears in 1 contract
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning a Borrowing Base Propertyany Unencumbered Pool Asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning an Unencumbered Pool Asset, to be subject to a Negative Pledge, except for any Negative Pledge contained in (i) pursuant to this the Term Loan Agreement (and the other Loan Documents, provisions thereof) or (ii) customary restrictions contained any other agreement (or provision thereof) in favor of the organizational documents holders of any Subsidiary Indebtedness that is not a Guarantor as of pari passu with the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without on terms no more onerous in any way limiting the foregoingmaterial respect than those set forth in this Agreement. Prior to securitization, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary Warehouse Entity to, (a) create, assume, incur, permit or suffer to exist any Lien on any Property to secure asset of such Warehouse Entity or any Senior Notes Indebtedness direct or other obligations under any Senior Notes Indenture entered into by indirect ownership interest of the Borrower or Spirit REIT in any SubsidiaryPerson owning such asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any asset of such Warehouse Entity or any direct or indirect ownership interest of the Borrower or Spirit REIT or in any Person owning such asset, to be subject to a Negative Pledge, except for any Negative Pledge contained in (i) the Term Loan Agreement (and the provisions thereof) or (ii) any other agreement (or provision thereof) in favor of the holders of Indebtedness that is pari passu with the Obligations on terms no more onerous in any material respect than those set forth in this Agreement. Each Lender executing this Agreement waives any Default or Event of Default arising as a result of the Negative Pledge set forth in the Term Loan Agreement with respect to the Unencumbered Pool Assets and any direct or indirect ownership interest of the Borrower or Spirit REIT or in any Person owning the Unencumbered Pool Assets. The waiver set forth in this Section 1 is expressly limited to the terms set forth above and shall not constitute a waiver of any other provision of the Credit Agreement.
Appears in 1 contract
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party Subsidiary, to enter into or Subsidiary to, (a) suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, assume, incur, permit assume or suffer to exist any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Propertyrevenues, whether now owned or hereafter acquired, except for Permitted Liensto secure the Obligations, or other than (ba) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (iib) customary restrictions contained in the organizational documents of any with respect to a Subsidiary imposed pursuant to an agreement that is not a Guarantor as of the Effective Date, (iii) customary restrictions has been entered into in connection with a disposition permitted under this Agreement of all or substantially all of the equity interests or assets of such Subsidiary, (c) any Permitted Lien or any document or instrument agreements governing any Permitted Lien purchase money Liens or capital lease obligations otherwise permitted hereby (provided that in which case, any such restriction contained therein relates prohibition or limitation shall only to be effective against the asset or assets subject to such Permitted Lienfinanced thereby and proceeds thereof), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vid) customary provisions restricting assignment of any licensing agreement (in which the Borrower or its Subsidiaries are the licensee) or other contract entered into by the Borrower or its Subsidiaries in the ordinary course of business. Without , (e) with respect to any Person becoming a Subsidiary pursuant to the terms of this Agreement after the Closing Date, any agreement in effect at the time such Person becomes a Subsidiary so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary and any way limiting the foregoingsuch prohibition only applies to such Subsidiary, and (f) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiaryits Subsidiaries.
Appears in 1 contract
Sources: Revolving Credit Facility (Rti International Metals Inc)
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into 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 on upon any of its property or assets (including, without limitation, any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative PledgeAssets), except (i) pursuant to this Agreement and the other Loan Documents, Documents or (ii) customary restrictions contained in with respect to any property or assets other than the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions Borrowing Base Assets in connection with with
(A) any Permitted Lien or any document or instrument governing any Permitted Lien (Non-Recourse Debt permitted by Section 5.02(b)(iii)(E), provided that any the terms of such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Debt, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into and of any instrument issued in connection therewith, (1) do not provide for or prohibit or condition the ordinary course creation of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property Borrowing Base Assets and are otherwise permitted by the Loan Documents and (2) solely prohibit Liens on the property of the Person incurring such Non-Recourse Debt and the Equity Interests in such Person,
(B) any purchase money Debt permitted under Section 5.02(b)(iii)(A) solely to secure the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt,
(C) any Senior Notes Indebtedness Capitalized Lease permitted by Section 5.02(b)(iii)(B) 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 the Borrower becomes such a Subsidiary (so long as such agreement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower),
(E) any Existing Debt and any Refinancing Debt extending, refunding, or refinancing such Existing Debt, so long as the prohibitions or conditions contained in such Refinancing Debt are no more restrictive than the corresponding provisions contained in the Debt which is extended, refunded or refinanced thereby,
(F) any unsecured Recourse Debt permitted by Section 5.02(b)(iii)(F) or other obligations under Debt permitted by Section 5.02(b)(viii), and
(G) any Senior Notes Indenture entered into Recourse Debt permitted by the Borrower or any SubsidiarySection 5.02(b)(iv).
Appears in 1 contract
Negative Pledge. (a) The Borrower shall not, and shall not permit any other Loan Party or Subsidiary (other than an Excluded Subsidiary of the type described in clause (a) of the definition of “Excluded Subsidiary”) to, (ai) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property of its properties, assets, income or profits of any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, character whether now owned or hereafter acquired, except for Permitted Liens, Liens or (bii) permit any Borrowing Base Property of its properties, assets, income or profits or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Propertyany properties, assets, income or profits, to be subject to a Negative Pledge, except Pledge (iother than the Permitted Negative Pledges).
(b) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the The Borrower shall not, and shall not permit any other Loan Party or Excluded Subsidiary to, (i) create, assume, incur, permit or suffer to exist any Lien on any Equity Interests of any Subsidiary of the Borrower holding title to any Eligible Property or any other asset the value of which is included in the determination of Unencumbered Asset Value or the Equity Interests of any Subsidiary of the Borrower that owns, directly or indirectly any Equity Interests in any Subsidiary of the Borrower holding title to any Eligible Property or any other asset the value of which is included in the determination of Unencumbered Asset Value (all such Equity Interests under this clause (i) being “Specified Equity Interests”), except for Permitted Liens described in clause (f) of the definition of that term or (ii) permit any Specified Equity Interests to be subject to a Negative Pledge (other than the Permitted Negative Pledges)."
(h) A definition of Permitted Negative Pledges is added as follows: “Permitted Negative Pledge” means (a) any Negative Pledge permitted under this Agreement, (b) any Negative Pledge under an Existing Facility on terms and conditions not more restrictive than those set forth herein and (c) any other Negative Pledge subject to an equal and ratable Lien in favor of the holders of any Unsecured Indebtedness in connection with the pledge of any property or asset to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiaryObligations in favor of the Administrative Agent."
Appears in 1 contract
Sources: Loan Agreement (CBL & Associates Limited Partnership)
Negative Pledge. The Borrower shall notEnter into or suffer to exist, or permit any Subsidiary of Parent to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except prior to the initial Borrowings on the Closing Date (x) to the extent permitted under Section 7.12 of the Existing Parent Credit Agreement (as in effect on the date hereof) or (y) any other transaction to the extent the restriction of such transaction is prohibited by Section 7.17 of the Existing Parent Credit Agreement (as in effect on the date hereof), and shall not permit any other Loan Party or Subsidiary to, from and after the initial Borrowings on the Closing Date except agreements (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest in favor of the Borrower in any Person owning any Borrowing Base PropertySecured Parties, now owned or hereafter acquired, except for Permitted Liens, or (b) permit evidencing any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan DocumentsSurviving Debt, (iic) customary restrictions contained in evidencing purchase money Debt permitted by Section 7.02(c)(ii) solely to the organizational documents of any Subsidiary extent that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt or, (d) evidencing any Permitted Capitalized Lease permitted by Section 7.02(c)(iv) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, (provided that any e) evidencing Debt permitted under Section 7.02(e) or (n), in each case to the extent such restriction restrictions or conditions contained therein relates only to the asset or assets subject to such Permitted Lien)are not in conflict with any Collateral and Guarantee Requirements, (ivf) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise evidencing other secured Debt permitted by this Agreement so long as such to the extent the restrictions relate or conditions contained therein (I) apply only to the property or assets subject theretosecuring such Debt and (II) are not in conflict with any Collateral and Guarantee Requirements, (vg) any containing customary restrictions pursuant and conditions relating to the Senior Notes Indenture so long as any sale of a Subsidiary of Parent or property pending such Negative Pledge sale; provided that such restrictions and conditions apply only to the Subsidiary of Parent or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations property that is to be sold, and such sale is permitted under this Agreement, or (vih) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting business containing customary provisions restricting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiaryassignment thereof.
Appears in 1 contract
Sources: Credit Agreement (Colfax CORP)
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into 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 on upon any Borrowing Base Property of its property or any direct or indirect ownership interest assets except (i) agreements in favor of the Borrower in any Person owning any Borrowing Base PropertySecured Parties, now owned (ii) prohibitions or hereafter acquiredconditions under applicable law, except for Permitted Liensrule or regulation, or (biii) permit prohibitions or conditions under (A) any Borrowing Base Property agreement or instrument evidencing Surviving Debt, (B) any direct agreement or indirect ownership interest instrument evidencing purchase money Debt permitted by Section 5.02(b)(ii) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, (C) any Capitalized Lease permitted by Section 5.02(b)(iii) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, (D) any agreement or instrument to which any Person is a party existing on the date such Person first becomes a Subsidiary of the Borrower or the date such agreement or instrument is otherwise assumed by the Borrower or any of its Subsidiaries (so long as such agreement or instrument was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower or such assumption and such prohibitions or conditions do not affect any other Subsidiary of the Borrower (other than Subsidiaries of such Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documentshaving primary obligation for repayment of such Debt)), (iiE) customary restrictions contained in the organizational documents any agreement or instrument evidencing Debt of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement Loan Party so long as such restrictions relate only to agreement or instrument does not restrict any Lien securing any of the assets subject theretoObligations hereunder, (vF) customary provisions restricting subletting or assignment of any restrictions pursuant to lease governing any leasehold interest of the Senior Notes Indenture so long as Borrower or any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and its Subsidiaries, (viG) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture contract entered into by the Borrower or any Subsidiaryof its Subsidiaries in the ordinary course of business, (H) restrictions on the transfer of any asset pending the close of the sale of such asset, (I) restrictions on the creation or assumption of a Lien on, or transfer of, any asset subject to a Lien permitted by Section 5.02(a) so long as such agreement or instrument does not restrict any Lien securing any of the Obligations hereunder, and (J) restrictions arising under any contract or instrument otherwise permitted under Section 5.02(k) (other than subsection (x) thereof).
Appears in 1 contract
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning a Borrowing Base Propertyany Unencumbered Pool Asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning an Unencumbered Pool Asset, to be subject to a Negative Pledge, except for any Negative Pledge contained in (i) pursuant to this the Term Loan Agreement (and the other Loan Documents, provisions thereof) or (ii) customary restrictions contained any other agreement (or provision thereof) in favor of the organizational documents holders of any Subsidiary Indebtedness that is not a Guarantor as of pari passu with the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without on terms no more onerous in any way limiting the foregoingmaterial respect than those set forth in this Agreement. Prior to securitization, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary Warehouse Entity to, (a) create, assume, incur, permit or suffer to exist any Lien on any Property to secure asset of such Warehouse Entity or any Senior Notes Indebtedness direct or other obligations under any Senior Notes Indenture entered into by indirect ownership interest of the Borrower or Spirit REIT in any SubsidiaryPerson owning such asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any asset of such Warehouse Entity or any direct or indirect ownership interest of the Borrower or Spirit REIT or in any Person owning such asset, to be subject to a Negative Pledge, except for any Negative Pledge contained in (i) the Term Loan Agreement (and the provisions thereof) or (ii) any other agreement (or provision thereof) in favor of the holders of Indebtedness that is pari passu with the Obligations on terms no more onerous in any material respect than those set forth in this Agreement.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Spirit Realty, L.P.)
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any Loan Party to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Propertyassets, whether now owned or hereafter acquired, except for Permitted Liens, or (b) permit to secure any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, Secured Obligations except (i) pursuant to this Agreement and those in favor of the other Loan DocumentsSecured Parties, (ii) customary restrictions contained those that exist on the Closing Date, (iii) in connection with (A) any Debt permitted by Section 7.2(e) solely to the organizational documents extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, or (B) any Attributable Indebtedness permitted by Section 7.2(f) solely to the extent that the instrument or agreement evidencing same prohibits a Lien on the property subject thereto, or (C) any Debt of any Restricted Subsidiary outstanding on the date such Restricted Subsidiary becomes a Restricted Subsidiary (so long as such agreement was not entered into solely in contemplation of such Restricted Subsidiary becoming a Restricted Subsidiary), or (D) any Debt permitted by Section 7.2(l) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property of the relevant borrowing entity, or (E) Permitted Incremental Equivalent Debt or Permitted Other Debt, or (F) any Debt permitted by Sections 7.2(o) – (q), or (G) any Debt of a Restricted Subsidiary that is not a Guarantor as of the Effective DateLoan Party that is permitted by Section 7.2, or (iiiH) customary restrictions in connection with any Permitted Lien Cash Management Agreement or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only similar agreement permitted by Section 7.2(n) solely to the asset or assets extent such Debt prohibits a Lien on the property subject to such Permitted Lien)thereto, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement agreements otherwise permitted by this Agreement hereby so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business. Without , (vi) restrictions set forth in any way limiting agreement relating to any Liens permitted under Section 7.1 that limit the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by right of the Borrower or any Restricted Subsidiary to encumber the assets subject thereto, (vii) customary restrictions that arise in connection with any Disposition permitted by Section 7.5 solely with respect to the assets subject to such Disposition, (viii) pursuant to any Requirements of Law, (ix) in connection with and pursuant to any extension, renewal or Permitted Refinancing, replacements of restrictions that are not more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Debt so refinanced; (x) those imposed by any instrument or agreement governing Debt entered into on or after the Closing Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Debt of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement, taken as a whole), so long as the Borrower shall have determined in good faith that such restrictions will not affect the Loan Parties’ ability to satisfy their obligations under the Loan Documents; (xi) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.6 and applicable solely to such joint venture entered into in the ordinary course of business and (xii) encumbrances or restrictions on a Captive Insurance Subsidiary.
Appears in 1 contract
Negative Pledge. The Borrower shall notEnter into any agreement, and shall not permit instrument, deed or lease that prohibits or limits the ability of any other Loan Party or Subsidiary to, (a) to create, assume, incur, permit assume or suffer to exist any Lien on upon any Borrowing Base Property of their respective properties or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Propertyrevenues, whether now owned or hereafter acquired, except for the benefit of the Secured Parties with respect to the Obligations or under the Loan Documents; provided that the foregoing shall not apply to:
(a) restrictions and conditions imposed by (A) Law, (B) any Loan Document, (C) any Permitted Liens, or Additional Debt Documents related to any secured Permitted Additional Debt and (D) any documentation governing any Permitted Refinancing Indebtedness incurred to Refinance any such Indebtedness referenced in clause (B);
(b) permit customary restrictions and conditions existing on the Closing Date or to any Borrowing Base Property extension, renewal, amendment, modification or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledgereplacement thereof, except (i) pursuant to this Agreement and the other Loan Documentsextent any such amendment, (ii) customary restrictions contained in modification or replacement expands the organizational documents scope of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction or condition;
(c) restrictions and conditions contained therein relates 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 asset Subsidiary or assets subject that is or are to be sold and such Permitted Lien), sale is permitted hereunder;
(ivd) customary restrictions provisions in leases, subleases, licenses and sublicenses or asset sale other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement otherwise relating to secured Indebtedness permitted by this Agreement so long as to the extent such restrictions relate restriction applies only to the assets subject thereto, property securing such Indebtedness;
(vf) 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 7.03 that is incurred or assumed by Non-Loan Parties to the Senior Notes Indenture so long as extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or, in the case of Subordinated Debt, are market terms at the time of issuance or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries;
(h) restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions constituting Liens permitted hereunder);
(i) restrictions set forth on Schedule 7.11 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such Negative Pledge amendment, modification or replacement expands the scope of any such restriction or condition;
(j) customary provisions in joint venture agreements and other similar contractual covenant does not prohibit agreements applicable to joint ventures permitted by Section 7.02 and applicable solely to such joint venture and entered into in the granting ordinary course of business;
(k) negative pledges and restrictions on Liens securing in favor of any holder of Indebtedness permitted under Section 7.03(f), (g), (i) or (r), but solely to the Guaranteed Obligations and extent any negative pledge relates to the property financed by or the subject of such Indebtedness;
(vil) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without ;
(m) customary net worth provisions contained in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture real property leases entered into by Subsidiaries, so long as Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of its Subsidiaries to meet their ongoing obligation; and
(n) provisions restricting the granting of a Lien on Intellectual Property contained in licenses or sublicenses by the Borrower or any Subsidiaryand the 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 1 contract
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement The Parent and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, 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, prior to a Frenchman’s Reef Property becoming an Unencumbered Property, claims of materialmen, mechanics, carriers, or warehousemen for labor, materials, supplies incurred in the ordinary course of business which relate to claims against such Frenchman’s Reef Property and Liens on assets of an Excluded Subsidiary securing the Indebtedness which causes such Subsidiary to be an Excluded Subsidiary) 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 Default or Event of Default is or would be in existence. In addition to, and not in limitation of the foregoing, prior to the Security Release Date, the Parent and the Borrower shall not, and shall not permit any other Loan Party to, create, assume or incur any Lien in the Collateral or the Equity Interests of any Issuer whether or not Collateral other than tax liens which constitute Permitted Liens of the type described in clause (a) of the definition thereof and Permitted Liens of the type described in clauses (e) and (l) of the definition thereof.
(b) The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in any agreement (i)(x) evidencing Indebtedness which the Parent, the Borrower, such other Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.3., (y) which Indebtedness is secured by a Lien permitted to exist, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) consisting of customary provisions in leases and other contracts restricting the assignment thereof; (iii) relating to the sale of a Subsidiary or assets pending such sale, provided that in any Property such case the Negative Pledge applies only to secure the Subsidiary or the assets that are the subject of such sale; or (iv) that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to, or less restrictive than, those restrictions contained in the Loan Documents.
(c) The Parent and the Borrower shall not, and shall not permit any Senior Notes Indebtedness other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other obligations under any Senior Notes Indenture entered into equity interests owned by the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary, except for any such encumbrances or restrictions,
a. contained in agreements relating to the sale of a Subsidiary or assets pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Sections 10.3. and 10.6.(a), provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (B) set forth in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (C) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction covers any Equity Interest in such Unconsolidated Affiliate) or (D) in any other agreement (1) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (2) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents.
Appears in 1 contract
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any Lien on of its Subsidiaries (x) that directly or indirectly own (including pursuant to a Qualifying Ground Lease) any Borrowing Base Property Unencumbered Assets or lease any direct Unencumbered Assets pursuant to an Operating Lease to enter into or indirect ownership interest suffer to exist, any Negative Pledge upon any of the Borrower in its property or assets (including, without limitation, any Person owning any Borrowing Base Property, now owned or hereafter acquiredUnencumbered Assets), except for Permitted Liens, pursuant to the Loan Documents and the 2018 Term Loan Facility or (by) permit that do not directly or indirectly own any Borrowing Base Property Unencumbered Assets to enter into or suffer to exist, any direct Negative Pledge upon any of its property or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, assets except (i) pursuant to this Agreement and the other Loan Documentsin connection with any Existing Debt, (ii) customary restrictions contained in pursuant to the organizational documents of any Subsidiary that is not a Guarantor as of Loan Documents and under the Effective Date2018 Term Loan Facility, the Summit JV MR1 Facility and the Summit SubJV Facility or (iii) customary restrictions in connection with (A) any Non-Recourse Debt or Permitted Lien or any document or instrument governing any Permitted Lien (Recourse Debt, provided that any the terms of such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Indebtedness, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into and of any instrument issued in connection therewith, do not provide for or prohibit or condition the ordinary course creation of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property Unencumbered Assets and are otherwise permitted by the Loan Documents (provided further that any restriction of the type described in the proviso in the definition of “Negative Pledge” shall not be deemed to secure violate the foregoing restriction), (B) any Senior Notes purchase money Indebtedness permitted under Section 5.02(b)(iii)(A) solely to the extent that the agreement or other obligations under instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (C) any Senior Notes Indenture Capitalized Lease permitted by Section 5.02(b)(iii)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or (D) any Indebtedness outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into by solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower or any SubsidiaryBorrower).
Appears in 1 contract
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into 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 on upon any of its property or assets (including, without limitation, any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative PledgeProperties), except (i) pursuant to this Agreement and the other Loan Documents, Documents or the Revolving Loan Documents or (ii) customary restrictions with respect to any property or assets other than Borrowing Base Properties in connection with (A) any Surviving Debt and any Refinancing Debt extending, refunding or refinancing such Surviving Debt, so long as the prohibitions or conditions contained in such Refinancing Debt are no more restrictive than the corresponding provisions contained in the organizational documents of Debt which is extended, refunded or refinanced thereby, (B) any Subsidiary Non-Recourse Debt permitted by Section 5.02(b)(ii)(E) solely to the extent that is not a Guarantor as (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 Effective DatePerson incurring such Non-Recourse Debt and the Equity Interests in such Person, (iiiC) customary restrictions any Secured Recourse Debt permitted by Section 5.02(b)(ii)(F) solely to the extent that the agreements or instruments governing such Secured Recourse Debt prohibit Liens on the property securing such Debt, and in connection with any Permitted Lien mezzanine financing Liens on any underlying real estate relating thereto (other than any Borrowing Base Property or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lieninterest therein), (ivD) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise any Capitalized Lease permitted by this Agreement Section 5.02(b)(ii)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or (E) any Debt outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does agreement was not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiaryBorrower).
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (American Campus Communities Inc)
Negative Pledge. The Borrower shall not, and shall not Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Party Document) that prohibits or restricts the ability of any Restricted Subsidiary (other than an Excluded Subsidiary)
(i) that is not a Loan Party, to make dividends or distributions to (directly or indirectly), or to make or repay loans or advances to, any Loan Party or
(aii) to create, assume, incur, permit assume or suffer to exist any Lien Liens on any Borrowing Base Property or any direct or indirect ownership interest property of such Person (other than Excluded Assets) for the benefit of the Borrower Lenders to secure the Obligations under the Loan Documents (other than Incremental Facilities that are not intended to be secured on a first lien basis); provided that the foregoing shall not apply to Contractual Obligations that:
(a) exist on the Closing Date, including Contractual Obligations governing Indebtedness incurred on the Closing Date to finance the Transactions and any Permitted Refinancing thereof or other Contractual Obligations executed on the Closing Date in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or connection with the Transactions;
(b) permit are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary or binding with respect to any Borrowing Base Property or any direct or indirect ownership interest asset at the time such asset was acquired;
(c) are Contractual Obligations of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Restricted Subsidiary that is not a Guarantor as of Loan Party or to the Effective Date, extent applicable only to Excluded Assets;
(iiid) are customary restrictions that arise in connection with (A) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only permitted by Section 7.01 and relate to the asset or assets property subject to such Permitted Lien), Lien or (ivB) customary 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 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; |US-DOCS\134569911.8148772134.4||
(g) are restrictions in leases, subleases, licenses and licenses, sublicenses or asset agreements governing a disposition of assets, trading, netting, operating, construction, service, supply, purchase, sale agreement otherwise permitted by this Agreement or other agreements entered into in the ordinary course of business so long as such restrictions relate only to the assets subject thereto, ;
(vh) comprise restrictions imposed by any restrictions agreement relating to secured Indebtedness permitted pursuant to Section 7.03 to the Senior Notes Indenture so long as extent that such restrictions apply only to the property or assets securing such Indebtedness;
(i) are customary provisions restricting subletting or assignment of any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and lease governing a leasehold interest;
(vij) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without ;
(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 way Restricted Subsidiary than customary market terms for Indebtedness of such type or (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(h), (i), (j), (k), (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 foregoingDisposition, the Borrower shall not, and shall not permit any other Loan Party distribution or Subsidiary to, create, assume, incur, permit encumbrance of assets or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness property) included in sale leaseback agreements or other obligations under any Senior Notes Indenture similar agreements;
(r) net worth provisions contained in agreements entered into by the Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower or such Restricted Subsidiary to meet 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; |US-DOCS\134569911.8148772134.4||
(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 7.08; 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.
Appears in 1 contract
Sources: Abl Revolving Credit Agreement (Petco Health & Wellness Company, Inc.)
Negative Pledge. (a) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (ai) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Collateral Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Collateral Property, now owned or hereafter acquired, except for Permitted LiensLiens described in clauses (c), or (bg) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except and (i) pursuant to this Agreement and of the other Loan Documentsdefinition of that term, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on other Collateral, or any direct or indirect ownership interest of the Borrower in any Person owning any other Collateral, except for Permitted Liens described in clauses (c), (g) and (i) of the definition of that term, or (iii) create, assume, or incur any Lien (other than Permitted Liens) upon any of its other 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 Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded 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 (A) the Borrower, such Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist without violation of this Agreement and (B) is secured by a Lien permitted to exist under the Loan Documents, and (y) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) the organizational documents or other agreements binding on any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such Negative Pledge covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary); (iii) an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that in any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale or (iv) a Negative Pledge contained in any agreement that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to those restrictions contained in the Loan Documents; provided that, notwithstanding the foregoing, the Borrower shall not, - 109 - and shall not permit any other Loan Party or any other Subsidiary to, permit any Collateral Property or any direct or indirect ownership interest of the Borrower in any Person owning any Collateral Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiarybe subject to a Negative Pledge.
Appears in 1 contract
Negative Pledge. The Borrower shall notwill not create, and shall not permit any other Loan Party or Subsidiary to, (a) createincur, assume, permit or suffer to exist with respect to any of the assets or property of the Borrower or Commercial Federal or their respective Wholly-Owned Subsidiaries (including, without limitation, the Borrower's stock in and evidences of debt from Commercial Federal or other Subsidiaries) or any income, revenue, or profits therefrom, all whether now owned or possessed or hereafter acquired, any Lien, assignment, hypothecation, charge, adverse claim or other encumbrance thereon, excepting only Permitted Liens. Neither the Borrower nor Commercial Federal nor any of their respective Wholly-Owned Subsidiaries will transfer or convey any of its assets or property (including without limitation, its stock in Subsidiaries), or any income, revenue, profits therefrom, all whether now owned or possessed or hereafter acquired, for the purpose, or with the effect, of subjecting the same to payment of any Indebtedness or other obligation in priority of payment over its general creditors. Neither the Borrower nor Commercial Federal nor any of their respective Wholly-Owned Subsidiaries will suffer to exist any Indebtedness or obligation (other than Indebtedness or an obligation secured by a Permitted Lien which does not otherwise create a Default or Event of Default under this Agreement) which may, by law, if unpaid or in the event of bankruptcy or insolvency, or otherwise, be given priority in payment over its general creditors; nor will the Borrower or Commercial Federal or any of their respective Wholly-Owned Subsidiaries make any agreement or arrangement to subordinate the payment of the Term Notes or the Revolving Notes to any other Indebtedness. Without limiting the generality of the foregoing, if the Borrower or Commercial Federal or any of their respective Wholly-Owned Subsidiaries shall create, incur, assume, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for (other than Permitted Liens) upon any of its property or assets, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base PropertyCommercial Federal or their respective Wholly-Owned Subsidiaries, as applicable, shall make or cause to be subject to a Negative Pledge, except (i) pursuant to this Agreement made effective provision for the Term Note and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection Revolving Note to be secured equally and ratably with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to Indebtedness secured by the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to other Indebtedness shall be so secured; provided, however, that such Lien will constitute a breach of this Section 6.3 regardless of the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge Borrower's or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party Commercial Federal's or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiarytheir respective Wholly-Owned Subsidiaries' compliance with this last sentence.
Appears in 1 contract
Sources: Term and Revolving Credit Agreement (Commercial Federal Corp)
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Credit Party to create, assume, incur, permit assume or suffer to exist any Lien on upon any Borrowing Base Property of their respective Properties or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Propertyrevenues, whether now owned or hereafter acquired, except for Permitted Liensthe benefit of the Secured Parties with respect to the Obligations or under the Loan Documents; provided that the foregoing shall not apply to:
(i) restrictions and conditions imposed by (A) Requirements of Law, (B) any Loan Document, or (bC) permit any Borrowing Base Property or any direct or indirect ownership interest of Permitted Refinancing consistent with the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, terms hereof;
(ii) customary restrictions contained in and conditions existing on the organizational documents Closing Date 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 Subsidiary that is not a Guarantor as of the Effective Date, such restriction or condition;
(iii) customary restrictions and conditions contained in connection with any Permitted Lien agreements relating to the sale of a Restricted Subsidiary or any document assets pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary or instrument governing assets that is or are to be sold and such sale is permitted hereunder;
(iv) customary provisions in leases, leaseholds, licenses and other contracts restricting the assignment or subletting thereof;
(v) restrictions imposed by any Permitted Lien agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the Property securing such Indebtedness; US-DOCS\99983253.20
(vi) 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;
(vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 5.3 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or, in the case of Subordinated Indebtedness, are market terms at the time of issuance or, in the case of Indebtedness of any Non-Credit Party, are imposed solely on such Non-Credit Party and its Subsidiaries; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 4.10 and no such restriction contained therein relates only or condition shall cause any asset that otherwise would not be Excluded Property to be, or become, Excluded Property;
(viii) restrictions on cash or other deposits imposed by agreements entered into in the asset Ordinary Course of Business or assets subject to such Permitted Lienin connection with Liens permitted under Sections 5.1(e), (ivf) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and x);
(viix) customary provisions restricting assignment of any agreement entered into in the ordinary course Ordinary Course of business. Without Business;
(x) customary restrictions on leases, subleases, licenses, sublicenses, asset sale or similar agreements, including with respect to intellectual property and other similar agreements, otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; and
(xi) customary provisions contained in any way limiting an executed agreement relating to the foregoing, sale of specific property permitted hereunder pending the Borrower shall notconsummation of such sale.
(b) No Credit Party shall, and no Credit Party shall not permit any other Loan Party or Subsidiary of its Restricted Subsidiaries to, createdirectly or indirectly, assume, incur, permit create or otherwise cause or suffer to exist or become effective any Lien consensual restriction or encumbrance of any kind on the ability of any Credit Party or Restricted Subsidiary to pay dividends or make any other distribution on any Property of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to secure any Senior Notes Indebtedness pay fees, including management fees, or make other obligations under any Senior Notes Indenture entered into by payments and distributions to the Borrower or any Subsidiaryother Credit Party, except pursuant to (i) the Loan Documents, (ii) agreements governing Indebtedness set forth in Sections 5.3(c), (f) and (s), (iii) restrictions or conditions in any Indebtedness permitted pursuant to Section 5.3 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, (iv) agreements in existence on the Closing Date and set forth on Schedule 5.12(b) and (v) agreements relating to any permitted purchase or sale agreement of the Borrower or any of its Restricted Subsidiaries while such sale or purchase is pending for a period not to exceed 180 days.
Appears in 1 contract
Sources: Credit Agreement (R1 RCM Inc.)
Negative Pledge. The Borrower shall not, and shall not Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Party Document) that prohibits or restricts the ability of any Restricted Subsidiary (other than an Excluded Subsidiary)
(i) that is not a Loan Party, to make dividends or distributions to (directly or indirectly), or to make or repay loans or advances to, any Loan Party or
(aii) to create, assume, incur, permit assume or suffer to exist any Lien Liens on any Borrowing Base Property or any direct or indirect ownership interest property of such Person (other than Excluded Assets) for the benefit of the Borrower Lenders to secure the Obligations under the Loan Documents (other than Incremental Facilities that are not intended to be secured on a first lien basis); provided that the foregoing shall not apply to Contractual Obligations that:
(a) exist on the Closing Date, including Contractual Obligations governing Indebtedness incurred on the Closing Date to finance the Transactions and any Permitted Refinancing thereof or other Contractual Obligations executed on the Closing Date in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or connection with the Transactions;
(b) permit are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary or binding with respect to any Borrowing Base Property or any direct or indirect ownership interest asset at the time such asset was acquired;
(c) are Contractual Obligations of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Restricted Subsidiary that is not a Guarantor as of Loan Party or to the Effective Date, extent applicable only to Excluded Assets;
(iiid) are customary restrictions that arise in connection with (A) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only permitted by Section 7.01 and relate to the asset or assets property subject to such Permitted Lien), Lien or (ivB) customary 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 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 and licenses, sublicenses or asset agreements governing a disposition of assets, trading, netting, operating, construction, service, supply, purchase, sale agreement otherwise permitted by this Agreement or other agreements entered into in the ordinary course of business so long as such restrictions relate only to the assets subject thereto, ;
(vh) comprise restrictions imposed by any restrictions agreement relating to secured Indebtedness permitted pursuant to Section 7.03 to the Senior Notes Indenture so long as extent that such restrictions apply only to the property or assets securing such Indebtedness;
(i) are customary provisions restricting subletting or assignment of any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and lease governing a leasehold interest;
(vij) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without ;
(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 way Restricted Subsidiary than customary market terms for Indebtedness of such type or (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(h), (i), (j), (k), (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 foregoingDisposition, the Borrower shall not, and shall not permit any other Loan Party distribution or Subsidiary to, create, assume, incur, permit encumbrance of assets or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness property) included in sale leaseback agreements or other obligations under any Senior Notes Indenture similar agreements;
(r) net worth provisions contained in agreements entered into by the Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower or such Restricted Subsidiary to meet 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 7.08; 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.
Appears in 1 contract
Sources: Abl Revolving Credit Agreement (Petco Health & Wellness Company, Inc.)
Negative Pledge. (a) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (ai) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Collateral Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Collateral Property, now owned or hereafter acquired, except for Permitted LiensLiens described in clauses (c), (g) and (i) of the definition of that term, (ii) create, assume, incur, permit or (b) permit suffer to exist any Borrowing Base Property Lien on other Collateral, or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledgeany other Collateral, except for Permitted Liens described in clauses (c), (g) and (i) pursuant of the definition of that term, or (iii) create, assume, or incur any Lien (other than Permitted Liens) upon any of its other 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 Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded 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 (A) the Borrower, such Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist without violation of this Agreement and (B) is secured by a Lien permitted to exist under the other Loan Documents, and (y) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) customary restrictions contained in the organizational documents of or other agreements binding on any Subsidiary that is not a Guarantor as Wholly Owned Subsidiary (but only to the extent such Negative Pledge covers any Equity Interest in such Subsidiary or the property or assets of the Effective Date, such Subsidiary); (iii) customary restrictions in connection with any Permitted Lien an agreement relating to the sale of a Subsidiary or any document or instrument governing any Permitted Lien (assets pending such sale, provided that in any such restriction contained therein relates case the Negative Pledge applies only to the asset Subsidiary or the assets that are the subject to of such Permitted Lien), sale or (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such a Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of contained in any agreement entered into that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to those restrictions contained in the ordinary course of business. Without in any way limiting Loan Documents.; provided that, notwithstanding the foregoing, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, create, assume, incur, permit any Collateral Property or suffer to exist any Lien on direct or indirect ownership interest of the Borrower in any Person owning any Collateral Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiarybe subject to a Negative Pledge.
Appears in 1 contract
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement The Parent and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, 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, prior to a Frenchman’s Reef Property becoming an Unencumbered Property, claims of materialmen, mechanics, carriers, or warehousemen for labor, materials, supplies incurred in the ordinary course of business which relate to claims against such Frenchman’s Reef Property and Liens on assets of an Excluded Subsidiary securing the Indebtedness which causes such Subsidiary to be an Excluded Subsidiary) 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 Default or Event of Default is or would be in existence. In addition to, and not in limitation of the foregoing, prior to the Security Release Date, the Parent and the Borrower shall not, and shall not permit any other Loan Party to, create, assume or incur any Lien in the Collateral or the Equity Interests of any Issuer whether or not Collateral other than tax liens which constitute Permitted Liens of the type described in clause (a) of the definition thereof and Permitted Liens of the type described in clauses (e) and (l) of the definition thereof.
(b) The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in any agreement (i)(x) evidencing Indebtedness which the Parent, the Borrower, such other Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.3., (y) which Indebtedness is secured by a Lien permitted to exist, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) consisting of customary provisions in leases and other contracts restricting the assignment thereof; (iii) relating to the sale of a Subsidiary or assets pending such sale, provided that in any Property such case the Negative Pledge applies only to secure the Subsidiary or the assets that are the subject of such sale; or (iv) that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to, or less restrictive than, those restrictions contained in the Loan Documents.
(c) The Parent and the Borrower shall not, and shall not permit any Senior Notes Indebtedness other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other obligations under any Senior Notes Indenture entered into equity interests owned by the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary, except for any such encumbrances or restrictions,
(A) contained in agreements relating to the sale of a Subsidiary or assets pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Sections 10.3. and 10.6.(a), provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (B) set forth in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (C) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction covers any Equity Interest in such Unconsolidated Affiliate) or (D) in any other agreement (1) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (2) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents.
Appears in 1 contract
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any Lien on of its Subsidiaries (x) that directly or indirectly own (including pursuant to a Qualifying Ground Lease) any Borrowing Base Property Unencumbered Assets or lease any direct Unencumbered Assets pursuant to an Operating Lease to enter into or indirect ownership interest suffer to exist, any Negative Pledge upon any of the Borrower in its property or assets (including, without limitation, any Person owning any Borrowing Base Property, now owned or hereafter acquiredUnencumbered Assets), except for Permitted Liens, pursuant to the Loan Documents and the Other Facilities2018 Term Loan Facility or (by) permit that do not directly or indirectly own any Borrowing Base Property Unencumbered Assets to enter into or suffer to exist, any direct Negative Pledge upon any of its property or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, assets except (i) pursuant to this Agreement and the other Loan Documentsin connection with any Existing Debt, (ii) customary restrictions contained in pursuant to the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, Loan Documents or (iii) customary restrictions in connection with (A) any Non-Recourse Debt or Permitted Lien or any document or instrument governing any Permitted Lien (Recourse Debt, provided that any the terms of such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Indebtedness, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into and of any instrument issued in connection therewith, do not provide for or prohibit or condition the ordinary course creation of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property Unencumbered Assets and are otherwise permitted by the Loan Documents (provided further that any restriction of the type described in the proviso in the definition of “Negative Pledge” shall not be deemed to secure violate the foregoing restriction), (B) any Senior Notes purchase money Indebtedness permitted under Section 5.02(b)(iii)(A) solely to the extent that the agreement or other obligations under instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (C) any Senior Notes Indenture Capitalized Lease permitted by Section 5.02(b)(iii)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or (D) any Indebtedness outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into by solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower or any SubsidiaryBorrower).
Appears in 1 contract
Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement The Parent and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, 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 and Liens on assets of an Excluded Subsidiary securing the Indebtedness which causes such Subsidiary to be an Excluded Subsidiary) upon any of its properties, assets, income or profits of any character whether now owned or 96 LEGAL02/44946491v144946491v5
(b) The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in any agreement (i)(x) evidencing Indebtedness which the Parent, the Borrower, such other Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.3., (y) which Indebtedness is secured by a Lien permitted to exist, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) consisting of customary provisions in leases and other contracts restricting the assignment thereof; (iii) relating to the sale of a Subsidiary or assets pending such sale, provided that in any Property such case the Negative Pledge applies only to secure the Subsidiary or the assets that are the subject of such sale; or (iv) that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to, or less restrictive than, those restrictions contained in the Loan Documents.
(c) The Parent and the Borrower shall not, and shall not permit any Senior Notes Indebtedness other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other obligations under any Senior Notes Indenture entered into equity interests owned by the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary, except for any such encumbrances or restrictions, (A) contained in agreements relating to the sale of a Subsidiary or assets pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Sections 10.3. and 10.6.(a), provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (B) set forth in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (C) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction covers any Equity Interest in such Unconsolidated Affiliate) or (D) in any other agreement (1) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (2) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents. Section 10.7.
Appears in 1 contract
Sources: First Amendment to Sixth Amended and Restated Credit Agreement (DiamondRock Hospitality Co)
Negative Pledge. The Borrower shall Obligors will not, and shall will not permit any other Loan Party or Subsidiary of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any Contractual Obligation (other than this Agreement) that prohibits, restricts or imposes any condition upon the ability of (a) any Group Member to create, assume, incur, incur or permit or suffer to exist any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of assets (including the Borrower in any Person owning any Borrowing Base PropertyEquity Interests owned by such Group Member), now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property Group Member to make Restricted Payments to the Company or any direct other Obligor or indirect ownership interest to make or repay loans or advances to the Company or any other Obligor or to guarantee the Guarantee Obligations or (c) Group Member to otherwise transfer (including by way of a pledge) property to the Borrower Company or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except an Obligor; provided that (i) pursuant the foregoing shall not apply to this Agreement prohibitions, restrictions and conditions imposed by Requirements of Law or by Contractual Obligations in effect as of the other Loan DocumentsClosing Date (and any extensions, renewals or modifications thereof) (and, for the avoidance of doubt, such restrictions do not apply to any Qualified Asset or to the Equity Interests of any Obligor or any Qualified Asset Owner unless it relates to a Permitted Encumbrance), (ii) the foregoing shall not apply to customary prohibitions, restrictions and conditions contained in agreements relating to the organizational documents sale of any a Subsidiary or its assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that is not a Guarantor as of the Effective Dateto be sold and such sale is permitted hereunder, (iii) customary the foregoing shall not apply to prohibitions, Lineage Logistics Note Purchase Agreement restrictions in connection with or conditions imposed by any Permitted Lien agreement relating to Secured Indebtedness permitted by this Agreement (including mortgage financings and CMBS Financings) if such prohibitions, restrictions or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates conditions apply only to the asset property or assets subject securing such Indebtedness (and, for the avoidance of doubt, such restrictions do not apply to such Permitted Lienany Qualified Asset or to the Equity Interests of any Obligor or any Qualified Asset Owner, except to the extent permitted by clause (x) below), (iv) the foregoing shall not apply to prohibitions, restrictions or conditions in joint venture agreements and other similar agreements applicable to Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business, (v) the foregoing shall not apply to prohibitions, restrictions or conditions that are customary prohibitions, restrictions in or conditions on leases, subleases, licenses and sublicenses or asset sale agreement agreements otherwise permitted by this Agreement hereby so long as such prohibitions, restrictions or conditions solely relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) clause (a) of the foregoing shall not apply to customary provisions restrictions or conditions restricting assignment of any agreement entered into in the ordinary course of business. Without , (vii) the foregoing shall not apply to provisions restricting the granting of a security interest in intellectual property contained in licenses or sublicenses by the Company and its Subsidiaries of such intellectual property, which licenses and sublicenses were entered into in the ordinary course of business (in which case such prohibition or restriction shall relate only to such intellectual property), (viii) the foregoing shall not apply to restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the ordinary course of business, (ix) the foregoing shall not apply to prohibitions, restrictions or conditions contained in any way limiting agreement that evidences Indebtedness permitted by this Agreement that are substantially similar to, or not materially more restrictive than, those prohibitions, restrictions or conditions contained in this Agreement, (x) the foregoing, the Borrower shall not, and foregoing clause (a) shall not permit apply to prohibitions, restrictions or conditions contained in any other Loan Party or Subsidiary tomortgage financing, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness CMBS Financing or other financing on the pledge of Equity Interests in the direct or indirect parent of an Obligor (other than a Qualified Asset Owner), Group Member (other than a Qualified Asset Owner) or a Qualified Asset Owner, (xi) the foregoing shall not apply to assets subject to retention of title and (xii) the foregoing shall not apply to any prohibitions, restrictions or conditions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations under referred to in clauses (i) through (x) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive in any Senior Notes Indenture entered into by the Borrower material respect with respect to such prohibitions, restrictions or any Subsidiaryconditions than those in place prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract