Common use of Liens; Negative Pledge Clause in Contracts

Liens; Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to and, to the extent permitted by applicable law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired, except: (a) Liens securing the Obligations; provided that no Liens may secure Hedging Obligations or Bank Product Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations or Bank Product Obligations and subject to the priority of payments set forth in Section 2.21 and Section 8.2; (b) Permitted Encumbrances; (c) Liens on any property or asset of the Borrower, any of its Subsidiaries or any Material Associated Practice existing on the date hereofas of the Third Amendment Effective Date and set forth on Schedule 7.2; provided that such Liens shall not apply to any other property or asset of such Person; (d) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition or the completion of the construction or improvements thereof, (iii) such Lien does not extend to any other asset, and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) any Lien (x) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (y) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any of its Subsidiaries, or (z) existing on any asset prior to the acquisition thereof by the Borrower, any of its Subsidiaries or any Material Associated Practice, as the case may be; provided that (i) any such Lien was not created in the contemplation of any of the foregoing and (ii) any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or Material Associated Practice, as the case may be, or the date of such merger or the date of such acquisition; (f) extensions, renewals, or replacements of any Lien referred to in subsections (b) through (e) of this Section; provided that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (g) Liens granted by any Material Associated Practice in favor of any Loan Party securing such Material Associated Practice’s obligations to such Loan Party pursuant to any Associated Practice Documents; (h) Liens granted by APC on APC Excluded Assets to secure APC Non-Recourse Indebtedness; (i) Liens granted pursuant to the AP-AMH Loan Documents; (j) other Liens not specifically listed above securing other obligations in an aggregate amount not to exceed $20,000,000the greater of (x) 20% of Consolidated EBITDA for the four consecutive Fiscal Quarter period most recently ended for which financial statements are required to have been delivered pursuant to Section 5.1(b) and (y) $35,000,000 at any time outstanding; and (k) Liens to secure Indebtedness incurred by APC solely for the purpose of financing the acquisition, construction or improvement of Real Estate; provided that (i) such Liens only secure Indebtedness permitted by Section 7.1(v), (ii) such Lien attaches to such Real Estate concurrently or within 90 days after the acquisition or the completion of the construction or improvements thereof and (iii) such Lien does not extend to any other asset. provided that notwithstanding anything to the contrary contained herein, at no time shall any Lien in favor of any Person (other than the Lien in favor of the Administrative Agent created under the Loan Documents) be permitted on any Collateral consisting of the Borrower’s interests and rights under (A) the AP-AMH Loan Documents or (B) any other similarly structured Investment by any Loan Party (including any Future Approved Entity Investment) permitted hereunder. Notwithstanding anything to the contrary contained herein, at no time shall any Lien in favor of any Person be permitted on any Real Estate (other than with respect to Liens (1) of the type set forth in clauses (i), (ii), (v) and (vii) of the definition of “Permitted Encumbrance”, (2) on any APC Excluded Assets and (3) securing the Obligations).

Liens; Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to and, to the extent permitted by applicable law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired, except: (a) Liens securing the Obligations; provided that no Liens may secure Hedging Obligations or Bank Product Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations or Bank Product Obligations and subject to the priority of payments set forth in Section 2.21 and Section 8.2; (b) Permitted Encumbrances; (c) Liens on any property or asset of the Borrower, any of its Subsidiaries or any Material Associated Practice existing on the date hereofas of the Third Amendment Effective Date hereof and set forth on Schedule 7.2; provided that such Liens shall not apply to any other property or asset of such Person; (d) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition or the completion of the construction or improvements thereof, (iii) such Lien does not extend to any other asset, and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) any Lien (x) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (y) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any of its Subsidiaries, or (z) existing on any asset prior to the acquisition thereof by the Borrower, any of its Subsidiaries or any Material Associated Practice, as the case may be; provided that (i) any such Lien was not created in the contemplation of any of the foregoing and (ii) any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or Material Associated Practice, as the case may be, or the date of such merger or the date of such acquisition; (f) extensions, renewals, or replacements of any Lien referred to in subsections (b) through (e) of this Section; provided that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (g) Liens granted by any Material Associated Practice in favor of any Loan Party securing such Material Associated Practice’s obligations to such Loan Party pursuant to any Associated Practice Documents; (h) Liens granted by APC on APC Excluded Assets to secure APC Non-Recourse Indebtedness; (i) Liens granted pursuant to the AP-AMH Loan Documents; (j) other Liens not specifically listed above securing other obligations in an aggregate amount not to exceed $20,000,000the greater of (x) 20% of Consolidated EBITDA for the four consecutive Fiscal Quarter period most recently ended for which financial statements are required to have been delivered pursuant to Section 5.1(b) and (y) $35,000,000 20,000,000 at any time outstanding; and (k) Liens to secure Indebtedness incurred by APC solely for the purpose of financing the acquisition, construction or improvement of Real Estate; provided that (i) such Liens only secure Indebtedness permitted by Section 7.1(v), (ii) such Lien attaches to such Real Estate concurrently or within 90 days after the acquisition or the completion of the construction or improvements thereof and (iii) such Lien does not extend to any other asset. provided that notwithstanding anything to the contrary contained herein, at no time shall any Lien in favor of any Person (other than the Lien in favor of the Administrative Agent created under the Loan Documents) be permitted on any Collateral consisting of the Borrower’s interests and rights under (A) the AP-AMH Loan Documents or (B) any other similarly structured Investment by any Loan Party (including any Future Approved Entity Investment) permitted hereunder. Notwithstanding anything to the contrary contained herein, at no time shall any Lien in favor of any Person be permitted on any Real Estate (other than with respect to Liens (1) of the type set forth in clauses (i), (ii), (v) and (vii) of the definition of “Permitted Encumbrance”, (2) on any APC Excluded Assets and (3) securing the Obligations).

Liens; Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to and, to the extent permitted by applicable law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired, except: (a) Liens securing the Obligations; provided that no Liens may secure Hedging Obligations or Bank Product Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations or Bank Product Obligations and subject to the priority of payments set forth in Section 2.21 and Section 8.2; (b) Permitted Encumbrances; (c) Liens on any property or asset of the Borrower, any of its Subsidiaries or any Material Associated Practice existing on the date hereofas as of the Third Amendment Effective Date and set forth on Schedule 7.2; provided that such Liens shall not apply to any other property or asset of such Person; (d) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition or the completion of the construction or improvements thereof, (iii) such Lien does not extend to any other asset, and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) any Lien (x) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (y) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any of its Subsidiaries, or (z) existing on any asset prior to the acquisition thereof by the Borrower, any of its Subsidiaries or any Material Associated Practice, as the case may be; provided that (i) any such Lien was not created in the contemplation of any of the foregoing and (ii) any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or Material Associated Practice, as the case may be, or the date of such merger or the date of such acquisition; (f) extensions, renewals, or replacements of any Lien referred to in subsections (b) through (e) of this Section; provided that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (g) Liens granted by any Material Associated Practice in favor of any Loan Party securing such Material Associated Practice’s obligations to such Loan Party pursuant to any Associated Practice Documents; (h) Liens granted by APC on APC Excluded Assets to secure APC Non-Recourse Indebtedness; (i) Liens granted pursuant to the AP-AMH Loan Documents; (j) other Liens not specifically listed above securing other obligations in an aggregate amount not to exceed $20,000,000the the greater of (x) 20% of Consolidated EBITDA for the four consecutive Fiscal Quarter period most recently ended for which financial statements are required to have been delivered pursuant to Section 5.1(b) and (y) $35,000,000 at any time outstanding; and (k) Liens to secure Indebtedness incurred by APC solely for the purpose of financing the acquisition, construction or improvement of Real Estate; provided that (i) such Liens only secure Indebtedness permitted by Section 7.1(v), (ii) such Lien attaches to such Real Estate concurrently or within 90 days after the acquisition or the completion of the construction or improvements thereof and (iii) such Lien does not extend to any other asset. provided that notwithstanding anything to the contrary contained herein, at no time shall any Lien in favor of any Person (other than the Lien in favor of the Administrative Agent created under the Loan Documents) be permitted on any Collateral consisting of the Borrower’s interests and rights under (A) the AP-AMH Loan Documents or (B) any other similarly structured Investment by any Loan Party (including any Future Approved Entity Investment) permitted hereunder. Notwithstanding anything to the contrary contained herein, at no time shall any Lien in favor of any Person be permitted on any Real Estate (other than with respect to Liens (1) of the type set forth in clauses (i), (ii), (v) and (vii) of the definition of “Permitted Encumbrance”, (2) on any APC Excluded Assets and (3) securing the Obligations).

Liens; Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to and, to the extent permitted by applicable law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired, except: (a) Liens securing the Obligations; provided that no Liens may secure Hedging Obligations or Bank Product Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations or Bank Product Obligations and subject to the priority of payments set forth in Section 2.21 and Section 8.2; (b) Permitted Encumbrances; (c) Liens on any property or asset of the Borrower, any of its Subsidiaries or any Material Associated Practice existing on the date hereofas of the Third Amendment Effective Date hereof and set forth on Schedule 7.2; provided that such Liens shall not apply to any other property or asset of such Person; (d) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition or the completion of the construction or improvements thereof, (iii) such Lien does not extend to any other asset, and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) any Lien (x) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (y) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any of its Subsidiaries, or (z) existing on any asset prior to the acquisition thereof by the Borrower, any of its Subsidiaries or any Material Associated Practice, as the case may be; provided that (i) any such Lien was not created in the contemplation of any of the foregoing and (ii) any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or Material Associated Practice, as the case may be, or the date of such merger or the date of such acquisition; (f) extensions, renewals, or replacements of any Lien referred to in subsections (b) through (e) of this Section; provided that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (g) Liens granted by any Material Associated Practice in favor of any Loan Party securing such Material Associated Practice’s obligations to such Loan Party pursuant to any Associated Practice Documents; (h) Liens granted by APC on APC Excluded Assets to secure APC Non-Recourse Indebtedness; (i) Liens granted pursuant to the AP-AMH Loan Documents;; and (j) other Liens not specifically listed above securing other obligations in an aggregate amount not to exceed $20,000,000the greater of (x) 20% of Consolidated EBITDA for the four consecutive Fiscal Quarter period most recently ended for which financial statements are required to have been delivered pursuant to Section 5.1(b) and (y) $35,000,000 10,000,000 at any time outstanding; and (k) Liens to secure Indebtedness incurred by APC solely for the purpose of financing the acquisition, construction or improvement of Real Estate; provided that (i) such Liens only secure Indebtedness permitted by Section 7.1(v), (ii) such Lien attaches to such Real Estate concurrently or within 90 days after the acquisition or the completion of the construction or improvements thereof and (iii) such Lien does not extend to any other asset. provided that notwithstanding anything to the contrary contained herein, at no time shall any Lien in favor of any Person (other than the Lien in favor of the Administrative Agent created under the Loan Documents) be permitted on any Collateral consisting of the Borrower’s interests and rights under (A) the AP-AMH Loan Documents or (B) any other similarly structured Investment by any Loan Party (including any Future Approved Entity Investment) permitted hereunder. Notwithstanding anything to the contrary contained herein, at no time shall any Lien in favor of any Person be permitted on any Real Estate (other than with respect to Liens (1) of the type set forth in clauses (i), (ii), (v) and (vii) of the definition of “Permitted Encumbrance”, (2) on any APC Excluded Assets and (3) securing the Obligations).

Liens; Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to and, to the extent permitted by applicable law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired, except: : (a) Liens securing the Obligations; provided that no Liens may secure Hedging Obligations or Bank Product Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations or Bank Product Obligations and subject to the priority of payments set forth in Section 2.21 and Section 8.2; ; (b) Permitted Encumbrances; ; (c) Liens on any property or asset of the Borrower, any of its Subsidiaries or any Material Associated Practice existing on the date hereofas of the Third Amendment Effective Date hereof and set forth on Schedule 7.2; provided that such Liens shall not apply to any other property or asset of such Person; ; (d) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition or the completion of the construction or improvements thereof, (iii) such Lien does not extend to any other asset, and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) any Lien (x) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (y) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any of its Subsidiaries, or (z) existing on any asset prior to the acquisition thereof by the Borrower, any of its Subsidiaries or any Material Associated Practice, as the case may be; provided that (i) any such Lien was not created in the contemplation of any of the foregoing and (ii) any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or Material Associated Practice, as the case may be, or the date of such merger or the date of such acquisition; (f) extensions, renewals, or replacements of any Lien referred to in subsections (b) through (e) of this Section; provided that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (g) Liens granted by any Material Associated Practice in favor of any Loan Party securing such Material Associated Practice’s obligations to such Loan Party pursuant to any Associated Practice Documents; (h) Liens granted by APC on APC Excluded Assets to secure APC Non-Recourse Indebtedness; (i) Liens granted pursuant to the AP-AMH Loan Documents; (j) other Liens not specifically listed above securing other obligations in an aggregate amount not to exceed $20,000,000the greater of (x) 20% of Consolidated EBITDA for the four consecutive Fiscal Quarter period most recently ended for which financial statements are required to have been delivered pursuant to Section 5.1(b) and (y) $35,000,000 at any time outstanding; and (k) Liens to secure Indebtedness incurred by APC solely for the purpose of financing the acquisition, construction or improvement of Real Estate; provided that (i) such Liens only secure Indebtedness permitted by Section 7.1(v), (ii) such Lien attaches to such Real Estate concurrently or within 90 days after the acquisition or the completion of the construction or improvements thereof and (iii) such Lien does not extend to any other asset. provided that notwithstanding anything to the contrary contained herein, at no time shall any Lien in favor of any Person (other than the Lien in favor of the Administrative Agent created under the Loan Documents) be permitted on any Collateral consisting of the Borrower’s interests and rights under (A) the AP-AMH Loan Documents or (B) any other similarly structured Investment by any Loan Party (including any Future Approved Entity Investment) permitted hereunder. Notwithstanding anything to the contrary contained herein, at no time shall any Lien in favor of any Person be permitted on any Real Estate (other than with respect to Liens (1) of the type set forth in clauses (i), (ii), (v) and (vii) of the definition of “Permitted Encumbrance”, (2) on any APC Excluded Assets and (3) securing the Obligations).