Liens; Negative Pledges. (i) The Borrower shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any of its properties, revenues or assets, whether now owned or hereafter acquired, other than Permitted Liens. (ii) The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist any agreement (other than this Agreement, any other Loan Document) prohibiting or conditioning the creation or assumption of any Lien upon any of its properties, revenues or assets, whether now owned or hereafter acquired except for; (i) any credit agreement between the Borrower and Citibank, N.A.; (ii) agreements in effect on the date of this Agreement, and any amendments, extensions, refinancings, renewals or replacements of such agreements, provided that any such restrictions in any such extensions, refinancings, renewals or replacements are no less favorable than those restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (iii) agreements existing prior to the date on which a Subsidiary became a Subsidiary which were not incurred in anticipation of such Subsidiary becoming a Subsidiary; (iv) agreements relating to a Permitted Lien, but only to the extent such restrictions restrict the transfer of the property subject to such Lien; (v) agreements containing customary nonassignment, restriction on subletting or restriction on transfer provisions or restrictions on cash or other deposits or net worth maintenance provisions entered into in the ordinary course of business; (vi) with respect to a Subsidiary, agreements which have been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary; provided that consummation of such transaction would not result in a Default, that such restriction terminates if such transaction is closed or abandoned and that the closing or
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Liens; Negative Pledges. (i) The Borrower No Credit Party shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Lien upon on or with respect to its Accounts or any of its properties, revenues other properties or assets, assets (whether now owned or hereafter acquired), other than including but not limited to the Collateral, except for (a) Permitted Liens. Encumbrances, (iib) The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist any agreement (other than this Agreement, any other Loan Document) prohibiting or conditioning the creation or assumption of any Lien upon any of its properties, revenues or assets, whether now owned or hereafter acquired except for; (i) any credit agreement between the Borrower and Citibank, N.A.; (ii) agreements Liens in effect existence on the date of this Agreement, hereof and any amendments, extensions, summarized on Disclosure Schedule 7.2 securing the Indebtedness described on Disclosure Schedule 7.1 and permitted refinancings, extensions and renewals thereof, including extensions or replacements renewals of any such agreementsLiens; provided that the principal amount of the Indebtedness so secured is not increased and the Lien does not attach to any other property or assets of any Credit Party, (c) Liens created after the date hereof by conditional sale or other title retention agreements (including Capital Leases) or in connection with Indebtedness permitted by Section 7.1(c); provided that such Liens attach only to the assets subject to such purchase money debt, (d) any Lien on any asset securing Indebtedness permitted under Section 7.1(h) incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that any such restrictions Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof, (e) encumbrances in the nature of non-exclusive licenses of granted by Credit Parties to customers in the ordinary course of business, provided that such licenses do not impair in any such extensions, refinancings, renewals respect the presently existing or replacements are no less favorable than those restrictions that are then hereafter created Liens in effect and that are being extended, refinanced, renewed or replacedfavor of Agent on any of the Collateral; (iiif) agreements existing prior banker's liens on Deposit Accounts of Credit Parties to the date on which a Subsidiary became a Subsidiary which were not incurred in anticipation of such Subsidiary becoming a Subsidiary; (iv) agreements relating to a Permitted Lien, but extent and only to the extent that (i) such restrictions restrict Deposit Accounts are not required pursuant to the transfer express terms of this Agreement or any of the property other Loan Documents to be subject to a Control Agreement in favor of Agent, or (ii) Agent shall have entered into a Control Agreement which subordinates, waives or otherwise imposes limits upon such Lien; Liens on terms satisfactory to Agent in its sole discretion, (vg) agreements containing customary nonassignmentother Liens securing Indebtedness not exceeding $500,000 in the aggregate at any time outstanding, restriction so long as such Liens do not attach to any Accounts or Inventory and (h) Liens granted in favor of Wells Fargo Bank, N.A. in that certain investment account described xx Xxsclosure Schedule 7.2 securing the Wells Fargo Letter of Credit, provided that the aggregate value of axx xxnds and financial assets deposited in or credited to such investment account shall not at any time exceed $500,000. In addition, no Credit Party shall become a party to any agreement, note, indenture or instrument, or take any other action, that would prohibit the creation of a Lien on subletting or restriction on transfer provisions or restrictions on cash any of its properties or other deposits or net worth maintenance provisions assets in favor of Agent, on behalf of itself and Lenders, in each case entered into in the ordinary course of business; (vi) with respect , except operating leases, Capital Leases or Licenses which prohibit Liens upon the assets or properties that are subject to a Subsidiarysuch operating lease, agreements which have been entered into for the sale Capital Lease or disposition of all or substantially all of the capital stock or assets of such Subsidiary; provided that consummation of such transaction would not result in a Default, that such restriction terminates if such transaction is closed or abandoned and that the closing orLicense.
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Liens; Negative Pledges. (i) The Borrower No Credit Party shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Lien upon on or with respect to its Accounts or any of its properties, revenues other properties or assets, assets (whether now owned or hereafter acquired), other than including but not limited to the Collateral, except for (a) Permitted Liens. Encumbrances, (iib) The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist any agreement (other than this Agreement, any other Loan Document) prohibiting or conditioning the creation or assumption of any Lien upon any of its properties, revenues or assets, whether now owned or hereafter acquired except for; (i) any credit agreement between the Borrower and Citibank, N.A.; (ii) agreements Liens in effect existence on the date of this Agreement, hereof and any amendments, extensions, summarized on Disclosure Schedule 7.2 securing the Indebtedness described on Disclosure Schedule 7.1 and permitted refinancings, extensions and renewals thereof, including extensions or replacements renewals of any such agreementsLiens; provided that the principal amount of the Indebtedness so secured is not increased and the Lien does not attach to any other property or assets of any Credit Party, (c) Liens created after the date hereof by conditional sale or other title retention agreements (including Capital Leases) or in connection with Indebtedness permitted by Section 7.1(c); provided that such Liens attach only to the assets subject to such purchase money debt, (d) any Lien on any asset securing Indebtedness permitted under Section 7.1(h) incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that any such restrictions Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof, (e) encumbrances in the nature of non-exclusive licenses of granted by Credit Parties to customers in the ordinary course of business, provided that such licenses do not impair in any such extensions, refinancings, renewals respect the presently existing or replacements are no less favorable than those restrictions that are then hereafter created Liens in effect and that are being extended, refinanced, renewed or replacedfavor of Agent on any of the Collateral; (iiif) agreements existing prior banker’s liens on Deposit Accounts of Credit Parties to the date on which a Subsidiary became a Subsidiary which were not incurred in anticipation of such Subsidiary becoming a Subsidiary; (iv) agreements relating to a Permitted Lien, but extent and only to the extent that (i) such restrictions restrict Deposit Accounts are not required pursuant to the transfer express terms of this Agreement or any of the property other Loan Documents to be subject to a Control Agreement in favor of Agent, or (ii) Agent shall have entered into a Control Agreement which subordinates, waives or otherwise imposes limits upon such Lien; Liens on terms satisfactory to Agent in its sole discretion, (vg) agreements containing customary nonassignmentother Liens securing Indebtedness not exceeding $500,000 in the aggregate at any time outstanding, restriction so long as such Liens do not attach to any Accounts or Inventory, and (h) the Lien existing on subletting the Restatement Effective Date in the nature of a pledge of cash collateral in an aggregate amount not exceeding $50,000 in favor of Xxxxxx Trust and Savings Bank (“Xxxxxx Bank”) to secure the reimbursement obligations of CCS under that certain outstanding letter of credit dated as of September 9, 2002 issued by Xxxxxx Trust and Savings Bank in favor of Xxxxx & Company (the “Xxxxxx Bank Letter of Credit”), provided that not later than May 24, 2004, Agent shall have received evidence reasonably satisfactory to it that (x) the Xxxxxx Bank Letter of Credit has been cancelled and was not drawn by the holder thereof, and (y) such Lien has been fully terminated and released and the balance of such pledged cash collateral (after deducting any amounts then due and owing to Xxxxxx Bank by the applicable Borrower in respect of the Xxxxxx Bank Letter of Credit) has been returned by Xxxxxx Bank to the applicable Borrower. In addition, no Credit Party shall become a party to any agreement, note, indenture or restriction instrument, or take any other action, that would prohibit the creation of a Lien on transfer provisions or restrictions on cash any of its properties or other deposits or net worth maintenance provisions assets in favor of Agent, on behalf of itself and Lenders, in each case entered into in the ordinary course of business; (vi) with respect , except operating leases, Capital Leases or Licenses which prohibit Liens upon the assets or properties that are subject to a Subsidiarysuch operating lease, agreements which have been entered into for the sale Capital Lease or disposition of all or substantially all of the capital stock or assets of such Subsidiary; provided that consummation of such transaction would not result in a Default, that such restriction terminates if such transaction is closed or abandoned and that the closing orLicense.
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Liens; Negative Pledges. (i) The Borrower shall not, and shall Company will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien lien or other encumbrance upon or with respect to any of its properties, revenues or assets, whether now owned or hereafter acquiredthe Collateral, other than Permitted Liens. (ii) The Borrower shall not, and shall Company will not permit any of its Subsidiaries to, enter into or suffer to exist any agreement (other than this Agreement, any other Loan Documentunder equipment lease financing facilities permitted hereunder with respect to the equipment financed thereby) prohibiting or conditioning the creation or assumption of any Lien lien or other encumbrance upon any of its propertiesthe Collateral. As used herein, revenues or assets, whether now owned or hereafter acquired except for; “Permitted Lien” means: (i) any credit agreement between liens in favor of Clean Energy, including liens created pursuant to the Borrower and Citibank, N.A.Collateral Documents; (ii) agreements the existing liens or other encumbrances disclosed in effect on writing to Clean Energy prior to the date of this Note (including, for the avoidance of doubt, the liens set forth on Schedule 1 to the Security Agreement) or incurred in connection with the extension, and any amendments, extensions, refinancings, renewals renewal or replacements refinancing of the indebtedness secured by such agreementsexisting liens or other encumbrances, provided that any such restrictions in any such extensionsextension, refinancings, renewals renewal or replacements are no less favorable than those restrictions that are then in effect replacement lien or encumbrance shall be limited to the property encumbered by the existing lien or other encumbrance and that are the principal amount of the indebtedness being extended, refinanced, renewed or replacedrefinanced does not increase; (iii) agreements existing prior to the date on liens or other encumbrances for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings and which a Subsidiary became a Subsidiary which were not incurred are adequately reserved for in anticipation accordance with generally accepted accounting principles, provided no notice of such Subsidiary becoming a Subsidiarytax lien has been filed of record; (iv) agreements relating to a Permitted Lienliens or other encumbrances of materialmen, but only to mechanics, warehousemen, carriers or employees or other similar liens or other encumbrances provided for by mandatory provisions of law and securing obligations either not delinquent or being contested in good faith by appropriate proceedings and which do not in the extent such restrictions restrict aggregate materially impair the transfer use or value of the property subject to such Lienor risk the loss or forfeiture thereof; (v) agreements containing customary nonassignment, restriction on subletting or restriction on transfer provisions or restrictions on cash liens or other encumbrances consisting of deposits or net worth maintenance provisions entered into pledges to secure the performance of bids, trade contracts, leases, public or statutory obligations, or other obligations of a like nature incurred in the ordinary course of businessbusiness (other than for indebtedness); (vi) with respect liens or other encumbrances (A) upon or in any equipment, computers or software acquired or held by the Company or tenant improvements implemented by the Company to a Subsidiarysecure the purchase price of such equipment, agreements which have been entered into computers or software or indebtedness incurred solely for the sale purpose of financing the acquisition of such equipment, computers or disposition software or the implementation of all such tenant improvements, or substantially all (B) existing on such equipment, computers or software at the time of its acquisition, provided that the lien or other encumbrance is confined solely to the property so acquired and improvements thereon, or the proceeds of such equipment, computers, software or tenant improvements; (vii) restrictions and other minor encumbrances on real property which do not in the aggregate materially impair the use or value of such property or risk the loss or forfeiture thereof; (viii) compressed natural gas trailer financing approved by the Board of Managers or equivalent body of the capital stock Company; and (ix) liens relating to indebtedness approved by the Holder or assets of such Subsidiary; provided that consummation of such transaction would not result in a Default, that such restriction terminates if such transaction is closed or abandoned and that other liens approved by the closing orHolder.
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Liens; Negative Pledges. (i) The Borrower No Credit Party shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Lien upon on or with respect to its Accounts or any of its properties, revenues other properties or assets, assets (whether now owned or hereafter acquired), other than including but not limited to the Collateral, except for (a) Permitted Liens. Encumbrances, (iib) The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist any agreement (other than this Agreement, any other Loan Document) prohibiting or conditioning the creation or assumption of any Lien upon any of its properties, revenues or assets, whether now owned or hereafter acquired except for; (i) any credit agreement between the Borrower and Citibank, N.A.; (ii) agreements Liens in effect existence on the date of this Agreement, hereof and any amendments, extensions, summarized on Disclosure Schedule 7.2 securing the Indebtedness described on Disclosure Schedule 7.1 and permitted refinancings, extensions and renewals thereof, including extensions or replacements renewals of any such agreementsLiens; provided that the principal amount of the Indebtedness so secured is not increased and the Lien does not attach to any other property or assets of any Credit Party, (c) Liens created after the date hereof by conditional sale or other title retention agreements (including Capital Leases) or in connection with Indebtedness permitted by Section 7.1(c); provided that such Liens attach only to the assets subject to such purchase money debt, (d) encumbrances in the nature of non-exclusive licenses granted by Credit Parties to customers in the ordinary course of business, provided that any such restrictions licenses do not impair in any such extensions, refinancings, renewals respect the presently existing or replacements are no less favorable than those restrictions that are then hereafter created Liens in effect and that are being extended, refinanced, renewed or replacedfavor of Agent on any of the Collateral; (iiie) agreements existing prior banker’s liens on Deposit Accounts of Credit Parties to the date on which a Subsidiary became a Subsidiary which were not incurred in anticipation of such Subsidiary becoming a Subsidiary; (iv) agreements relating to a Permitted Lien, but extent and only to the extent that (i) such restrictions restrict Deposit Accounts are not required pursuant to the transfer express terms of this Agreement or any of the property other Loan Documents to be subject to a Control Agreement in favor of Agent, or (ii) Agent shall have entered into a Control Agreement which subordinates, waives or otherwise imposes limits upon such Lien; Liens on terms satisfactory to Agent in its sole discretion, and (vf) agreements containing customary nonassignmentother Liens securing Indebtedness not exceeding $500,000 in the aggregate at any time outstanding, restriction so long as such Liens do not attach to any Accounts or Inventory. In addition, no Credit Party shall become a party to any agreement, note, indenture or instrument, or take any other action, that would prohibit the creation of a Lien on subletting or restriction on transfer provisions or restrictions on cash any of its properties or other deposits or net worth maintenance provisions assets in favor of Agent, on behalf of itself and Lenders, in each case entered into in the ordinary course of business; (vi) with respect , except operating leases, Capital Leases or Licenses which prohibit Liens upon the assets or properties that are subject to a Subsidiarysuch operating lease, agreements which have been entered into for the sale Capital Lease or disposition of all or substantially all of the capital stock or assets of such Subsidiary; provided that consummation of such transaction would not result in a Default, that such restriction terminates if such transaction is closed or abandoned and that the closing orLicense.
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Liens; Negative Pledges. (ia) The Borrower shall not, and shall not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon against or with respect to on any of its properties, revenues or assets, whether now owned or hereafter acquired, other than Permitted Liens. (ii) The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist any agreement (other than this Agreement, any other Loan Document) prohibiting or conditioning the creation or assumption of any Lien upon any of its properties, revenues or assets, whether Property now owned or hereafter acquired by the Borrower or any Subsidiary, or permit any Subsidiary so to do, except for; any one or more of the following types of Liens: (i) any credit agreement between Liens in connection with workers' compensation, unemployment insurance or other social security obligations (which phrase shall not be construed to refer to ERISA or the Borrower and Citibankminimum funding obligations under Section 412 of the Code), N.A.; (ii) agreements Liens to secure the performance of bids, tenders, letters of credit, contracts (other than contracts for the payment of Indebtedness), leases, statutory obligations, surety, customs, appeal, performance and payment bonds and other obligations of like nature, in effect on the date of this Agreement, and any amendments, extensions, refinancings, renewals or replacements of each such agreements, provided that any such restrictions in any such extensions, refinancings, renewals or replacements are no less favorable than those restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (iii) agreements existing prior to the date on which a Subsidiary became a Subsidiary which were not incurred in anticipation of such Subsidiary becoming a Subsidiary; (iv) agreements relating to a Permitted Lien, but only to the extent such restrictions restrict the transfer of the property subject to such Lien; (v) agreements containing customary nonassignment, restriction on subletting or restriction on transfer provisions or restrictions on cash or other deposits or net worth maintenance provisions entered into case arising in the ordinary course of business; , (iii) mechanics', workmen's, carriers', warehousemen's, materialmen's, landlords', or other like Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith and by appropriate proceedings diligently conducted, (iv) Liens for taxes, assessments, fees or governmental charges the payment of which is not required by Section 6.2, (v) easements, rights of way, restrictions, leases of Property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting Property which in the aggregate do not materially impair its use for the operation of the business of the Borrower or such Subsidiary, (vi) Liens set forth on Schedule 7.2, (vii) Liens under capital leases, provided that such Liens attach only to the Property subject to such capital leases and provided further that the Indebtedness secured by such Liens is permitted by Section 7.1(c), (viii) Liens created under the Loan Documents, (ix) statutory Liens in favor of lessors arising in connection with respect Property leased to a the Borrower or any Subsidiary, agreements which have been entered into for the sale or disposition (x) Liens on Property of all or substantially all EVEREN Clearing Corp. securing Indebtedness permitted by Section 7.1(e), and (xi) other Liens securing Indebtedness and other obligations of the capital stock or assets Borrower and the Subsidiaries having, in the aggregate at any time outstanding, a principal amount not in excess of such Subsidiary; provided that consummation of such transaction would not result in $500,000 on a Default, that such restriction terminates if such transaction is closed or abandoned and that the closing orConsolidated basis.
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Liens; Negative Pledges. (i) The Borrower shall not, and shall Company will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien lien or other encumbrance upon or with respect to any of its properties, revenues or assets, whether now owned or hereafter acquired, other than Permitted Liens. (ii) The Borrower shall not, and shall Company will not permit any of its Subsidiaries to, enter into or suffer to exist any agreement (other than this Agreement, any other Loan Documentunder equipment lease financing facilities permitted hereunder with respect to the equipment financed thereby) prohibiting or conditioning the creation or assumption of any Lien lien or other encumbrance upon any of its properties, revenues or assets, whether now owned or hereafter acquired except foracquired. As used herein, “Permitted Lien” means: (A) liens in favor of Clean Energy; (iB) any credit agreement between the Borrower and Citibank, N.A.; (ii) agreements existing liens or other encumbrances disclosed in effect on writing to Clean Energy prior to the date of this AgreementAgreement or incurred in connection with the extension, and any amendments, extensions, refinancings, renewals renewal or replacements refinancing of the indebtedness secured by such agreementsexisting liens or other encumbrances, provided that any such restrictions in any such extensionsextension, refinancings, renewals renewal or replacements are no less favorable than those restrictions that are then in effect replacement lien or encumbrance shall be limited to the property encumbered by the existing lien or other encumbrance and that are the principal amount of the Indebtedness being extended, refinanced, renewed or replacedrefinanced does not increase; (iiiC) agreements existing prior to the date on liens or other encumbrances for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings and which a Subsidiary became a Subsidiary which were not incurred are adequately reserved for in anticipation accordance with generally accepted accounting principles, provided no notice of such Subsidiary becoming a Subsidiarytax lien has been filed of record; (ivD) agreements relating to a Permitted Lienliens or other encumbrances of materialmen, but only to mechanics, warehousemen, carriers or employees or other similar liens or other encumbrances provided for by mandatory provisions of law and securing obligations either not delinquent or being contested in good faith by appropriate proceedings and which do not in the extent such restrictions restrict aggregate materially impair the transfer use or value of the property subject to such Lienor risk the loss or forfeiture thereof; (vE) agreements containing customary nonassignment, restriction on subletting or restriction on transfer provisions or restrictions on cash liens or other encumbrances consisting of deposits or net worth maintenance provisions entered into pledges to secure the performance of bids, trade contracts, leases, public or statutory obligations, or other obligations of a like nature incurred in the ordinary course of businessbusiness (other than for indebtedness); (viF) with respect liens or other encumbrances (1) upon or in any equipment, computers or software acquired or held by the Company or tenant improvements implemented by the Company to a Subsidiarysecure the purchase price of such equipment, agreements which have been entered into computers or software or indebtedness incurred solely for the sale or disposition purpose of all or substantially all of financing the capital stock or assets acquisition of such Subsidiary; provided that consummation equipment, computers or software or the implementation of such transaction would not result in a Defaulttenant improvements, that such restriction terminates if such transaction is closed or abandoned and that the closing or
Appears in 1 contract
