No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues to secure the Secured Obligations, whether now owned or hereafter acquired, or which requires the grant of any Lien for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (c) any prohibition or limitation that (i) exists pursuant to applicable Legal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the Disposition of any Property pending the consummation of such Disposition; provided that (1) such restrictions apply only to the Property to be sold and such sale is permitted hereunder, and (2) such Disposition is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or any of its Subsidiaries; and (d) agreements, instruments, deeds or leases described in clauses (a) through (n) of Section 6.12.
Appears in 2 contracts
Samples: Senior Secured Debtor in Possession Credit Agreement (Internap Corp), Senior Secured Super Priority Debtor in Possession Credit Agreement
No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues to secure the Secured Obligationsrevenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable Legal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the Disposition sale of any Property property pending the consummation of such Dispositionsale; provided that (1) such restrictions apply only to the Property property to be sold and such sale is permitted hereunder, and (2) such Disposition sale is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or any one of its Subsidiaries; and (d) agreements, instruments, deeds or leases described in clauses (a) through (n) of Section 6.12.
Appears in 2 contracts
Samples: Credit Agreement (HC2 Holdings, Inc.), Credit Agreement (PHC Inc /Ma/)
No Further Negative Pledge. Enter into any agreement, instrument, deed Contractual Obligation (other than this Agreement or lease which prohibits or any other Loan Document) that (a) limits the ability of the Borrower or any Company Subsidiary to create, incur, assume or suffer to exist any Lien upon any Liens on property of its properties such Person; or revenues to secure the Secured Obligations, whether now owned or hereafter acquired, or which (b) requires the grant of any a Lien for to secure an obligation if security is granted for another obligationof such Person, except the following: that this Section 7.08 shall not prohibit:
(a) this Agreement and any such limitations contained in documents governing any Indebtedness of the other Loan Documents; Borrower or any of its Subsidiaries not prohibited under Section 7.03;
(b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (c) any prohibition or limitation that (i) exists pursuant to applicable Legal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement agreements relating to the Disposition sale of a Subsidiary or any Property property pending the consummation of such Disposition; sale, provided that (1) such restrictions and conditions apply only to the Property Subsidiary or property that is to be sold and such sale is permitted hereunder, ;
(c) customary provisions in leases and (2) such Disposition is permitted hereunder, or (iii) restricts subletting or other contracts restricting the assignment of any lease governing a leasehold interest of Borrower or any of its Subsidiaries; and thereof;
(d) agreementsany such limitations in any other agreement that do not restrict in any manner the ability to create Liens to secure the Obligations; and
(e) restrictions and conditions in any indenture, instrumentsagreement, deeds document, instrument or leases described other arrangement relating to the assets or business of any Subsidiary existing prior to the consummation of an acquisition in clauses which such Subsidiary was acquired by the Borrower (a) through (n) and not created in contemplation of Section 6.12such acquisition).
Appears in 2 contracts
Samples: Credit Agreement (Broadcom Corp), Credit Agreement (Broadcom Corp)
No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues to secure the Secured Obligationsrevenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if security is granted for another obligation, except the following: (a) this Agreement and Agreement, the other Loan Documents and the Convertible Senior Secured Note Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(j)) on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable Legal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the Disposition sale of any Property property pending the consummation of such Dispositionsale; provided that (1) such restrictions apply only to the Property property to be sold and such sale is permitted hereunder, and (2) such Disposition sale is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or any one of its Subsidiaries; and (d) agreements, instruments, deeds or leases described in clauses (a) through (n) of Section 6.12.
Appears in 1 contract
Samples: Revolving Credit Agreement (ICO Global Communications (Holdings) LTD)
No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties Properties or revenues to secure the Secured Obligationsrevenues, whether now owned or hereafter acquired, or which requires the grant of any Lien for an obligation if security a Lien is granted for another obligation, except the following: (a1) this Agreement and the other Loan Documents, agreements governing any Permitted Refinancing with respect to the foregoing; (b2) covenants with respect Property not constituting Collateral, restrictions in documents creating Liens permitted by Section Section 6.02 prohibiting further Liens on the properties Properties encumbered thereby; (c3) any prohibition or limitation that (ia) is non-consensual and exists pursuant to applicable Legal Requirements, or (iib) consists of customary restrictions and conditions contained in any agreement relating to the sale or other Disposition of any Property pending the consummation of such sale or other Disposition; provided that (1i) such restrictions apply only to the Property to be sold and such sale is permitted hereunderProperty, and (2ii) such sale or other Disposition is permitted hereunder; (4) with respect to leases not constituting Collateral, restrictions prohibiting the grant or (iii) restricts subletting or assignment existence of any lease governing a liens and encumbrances, including leasehold interest of Borrower or any of its Subsidiariesmortgages; and (d5) agreements, instruments, deeds or leases described as set forth in clauses (a) through (n) of Section 6.12Schedule 6.14.
Appears in 1 contract
Samples: Credit Agreement (Inotiv, Inc.)
No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues to secure the Secured Obligations, whether now owned or hereafter acquired, or which requires the grant of any Lien for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (c) any prohibition or limitation that (i) exists pursuant to applicable Legal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the Disposition of any Property pending the consummation of such Disposition; provided that (1) such restrictions apply only to the Property to be sold and such sale is permitted hereunder, and (2) such Disposition is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or any of its Subsidiaries; (d) the Second Out Term Loan Documents, (e) any agreements governing Indebtedness described in Sections 6.01(d) and (df) and (e) agreements, instruments, deeds or leases described in clauses (a) through (n) of Section 6.12.
Appears in 1 contract
Samples: Senior Secured Term Loan Credit Agreement (Internap Corp)
No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties Properties or revenues to secure the Secured Obligationsrevenues, whether now owned or hereafter acquired, or which requires the grant of any Lien for an obligation if security a Lien is granted for another obligation, except the following: (a1) this Agreement and Agreement, the other Loan Documents and Prepetition Documents; (b2) covenants with respect to Property not constituting Collateral, restrictions in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties Properties encumbered thereby; (c3) any prohibition or limitation that (ia) is non-consensual and exists pursuant to applicable Legal Requirements, or (iib) consists of customary restrictions and conditions contained in any agreement relating to the sale or other Disposition of any Property pending the consummation of such sale or other Disposition; provided that (1i) such restrictions apply only to the Property to be sold and such sale is permitted hereunderProperty, and (2ii) such sale or other Disposition is permitted hereunder; (4) with respect to leases not constituting Collateral, restrictions prohibiting the grant or (iii) restricts subletting or assignment existence of any lease governing a liens and encumbrances, including leasehold interest of Borrower or any of its Subsidiaries; mortgages and (d5) agreements, instruments, deeds or leases described in clauses (a) through (n) of Section 6.12as set forth on Schedule 6.14.
Appears in 1 contract
Samples: Superpriority Priming Debtor in Possession Credit Agreement (CareMax, Inc.)
No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues to secure the Secured Obligationsrevenues, whether now owned or hereafter acquired, or which requires the grant of any Lien for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable Legal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the Disposition of any Property pending the consummation of such Disposition; provided that (1) such restrictions apply only to the Property to be sold and such sale is permitted hereunder, and (2) such Disposition is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or any of its Subsidiaries; and (d) agreements, instruments, deeds or leases described in clauses (a) through (n) of Section 6.12.
Appears in 1 contract
No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues to secure the Secured Obligationsrevenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; (c) agreements evidencing Indebtedness permitted under Section 6.01(h) and Section 6.01(l); and (d) any prohibition or limitation that (i) exists pursuant to applicable Legal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the Disposition sale of any Property property pending the consummation of such Dispositionsale; provided that (1) such restrictions apply only to the Property property to be sold and such sale is permitted hereunder, and (2) such Disposition sale is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or any one of its Subsidiaries; and (d) agreements, instruments, deeds or leases described in clauses (a) through (n) of Section 6.12.
Appears in 1 contract