Common use of Negative Pledge Clause in Contracts

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired except:

Negative Pledge. The Borrower will shall not, and will not nor shall it permit any of its Subsidiaries Subsidiary to, create, issue, incur, assume or suffer permit to exist any Lien Security Interests on any of its their property, undertakings or assets or property now owned or hereafter acquired except:other than Permitted Encumbrances.

Negative Pledge. The Except Permitted Encumbrances, Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired except:acquired.

Negative Pledge. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any of its assets their property or property assets, tangible or intangible, now owned or hereafter acquired except:acquired, or agree or become liable to do so.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its their respective assets or property now owned or hereafter acquired or, except:

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired (other than any shares of stock of the Borrower that are repurchased by the Borrower and retired or held by the Borrower), except:

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired except:acquired, except for the following (collectively, “Permitted Liens”):

Negative Pledge. The Borrower will shall not, and will not nor shall it permit any of its Subsidiaries to, create, issue, incur, assume or suffer permit to exist any Lien Security Interests on any of its their property, undertakings or assets or property now owned or hereafter acquired except:other than Permitted Encumbrances.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer or permit to exist any Lien on any of its assets (including the income and profits thereon) or property segregate any of its assets (including the income and profits thereon) to cover any of its obligations, in each case whether such asset is now owned or hereafter acquired acquired, except:

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property Property now owned or hereafter acquired except:acquired, except Permitted Encumbrances.

Negative Pledge. The Borrower will shall not, and will shall not permit any of its Subsidiaries other Obligor to, create, issue, incur, assume assume, have outstanding or suffer permit to exist any Lien Liens on any of its assets or property now owned their present or hereafter acquired except:future Property, except for Permitted Liens.

Negative Pledge. The Borrower Borrowers will not, and will not permit any of its their respective Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except:

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer otherwise become liable upon or permit to exist any Lien on on, against or with respect to any of its assets or property now owned or hereafter acquired exceptassets, except for:

Negative Pledge. The Except for the Permitted Encumbrances, the Borrower will not, and will shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist exist, nor shall it permit any Lien on Guarantor, to create, incur, assume or suffer to exist, any Security Interest, upon or with respect to any of its assets their respective undertaking, properties, rights or property assets, whether now owned or hereafter acquired except:acquired.

Negative Pledge. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, create, incur, assume permit, or suffer to exist any Lien on upon any of its assets property or property assets, including its real property, now owned or hereafter acquired except:acquired, except for Permitted Liens.

Negative Pledge. The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, create, incur, assume incur or suffer to exist any Lien in, of or on any of the Property of the Borrower or any of its assets or property now owned or hereafter acquired except:Subsidiaries, except for Permitted Encumbrances.

Negative Pledge. The Borrower will not, and will not permit any of its Material Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien on upon or with respect to any of its assets present or property now owned or hereafter acquired future Property, except:

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries (other than Monetization Subsidiaries) to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired acquired, except:

Negative Pledge. The Except for the Permitted Encumbrances, the Borrower will not, and will shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist exist, nor shall it permit any Lien on Material Subsidiary, to create, incur, assume or suffer to exist, any Security Interest, upon or with respect to any of its assets their respective Property or property rights, whether now owned or hereafter acquired except:acquired.

Negative Pledge. The Borrower will not, shall and will shall not permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien on upon or with respect to any of its assets other than (a) any Lien created under any Loan Document and (b) Liens on assets other than the Collateral securing Permitted Other Indebtedness. Borrower shall not give its consent to the creation by any Investor of any mortgage, pledge, security interest, or property now owned or hereafter acquired except:Lien affecting any Collateral, except pursuant to the Loan Documents.

Negative Pledge. The Borrower will shall not, and will shall not permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Lien on upon any of its assets or property property, whether now owned or hereafter acquired except:acquired, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except for the following (collectively, "Permitted Liens"):

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume permit, or suffer to exist any Lien on any of its assets or property upon their Properties, now owned or hereafter acquired except:acquired, except for Permitted Liens.

Negative Pledge. The Borrower will not, shall not and will shall not permit any of its Material Subsidiaries to, directly or indirectly, create, incur, assume incur or suffer to exist any Lien Lien, other than any Permitted Lien, on any of its assets or property its/their assets, now owned or hereafter acquired except:acquired, securing any Relevant Indebtedness, unless the Loan is secured equally and rateably with such other Relevant Indebtedness.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired except:acquired, except for Permitted Liens.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer or permit to exist any Lien (but excluding Liens, if any, evidenced by operating leases) on any of its assets or property now owned or hereafter acquired acquired, except:

Negative Pledge. The Borrower will not, and will shall not permit any of its Subsidiaries to, create, incur, assume permit or suffer to exist any Lien on upon any of its assets property or property assets, now owned or hereafter acquired except:acquired, except for Permitted Liens.

Negative Pledge. The Without the prior written consent of Lender, the Borrower will not, and will its direct and indirect Subsidiaries shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its their assets or property now owned or hereafter acquired acquired, except:

Negative Pledge. The Borrower will not, and will shall not permit any of its Subsidiaries to, create, incur, assume incur or permit or suffer to exist any Lien on upon any of its assets properties or property assets, now owned or hereafter acquired except:acquired, except for Permitted Liens.

Negative Pledge. The No Borrower will notshall, and will not nor shall any Borrower permit any of its Domestic Subsidiaries to, create, incur, assume enter into or suffer to exist exist, any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any of its property or assets or property now owned or hereafter acquired except:

Negative Pledge. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any agreement with any Person that prohibits or restricts or limits the ability of the Borrower or any of its Subsidiaries to repay the Obligations, or to create, incur, assume pledge, or suffer to exist any Lien on (other than any Permitted Lien) upon any of its assets respective assets, or property now owned or hereafter acquired except:restricts the ability of any Subsidiary of the Borrower to pay Dividends to the Borrower.

Negative Pledge. The Borrower will shall not, and will shall not permit any of its Subsidiaries Guarantor or other Subsidiary to, create, incur, assume or suffer permit to exist any Lien Lien, other than Permitted Encumbrances, on any of its property, undertaking or assets or property now owned or hereafter acquired except:acquired.

Negative Pledge. The Borrower will not, and will not permit any of its Domestic Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except:

Negative Pledge. The Other than Permitted Liens, the Borrower will notnot create, and will not permit any of its Subsidiaries to, createissue, incur, assume or suffer permit to exist any Lien security interest, lien, charge or other encumbrance of any kind on or in respect of any of its assets or property now owned or hereafter acquired except:undertakings.

Negative Pledge. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on (other than Liens in favor of Lender) upon or with respect to any of its assets the Financed Products or property now owned or hereafter acquired except:any identifiable proceeds thereof, except to the extent that (i) Lender has consented in writing to the existence of such Liens, and (ii) such Liens are junior and subordinate to the Liens of Lender therein pursuant to a lien subordination agreement in form and substance satisfactory to Lender.

Negative Pledge. The Borrower will shall not, and will shall not permit any of --------------- its Subsidiaries to, create, incur, assume or suffer to exist any Lien on upon or with respect to any of its assets properties, revenues or property assets, whether now owned or hereafter acquired except:acquired, other than Permitted Liens.

Negative Pledge. The Borrower will not, and will shall not create or attempt or agree to create or permit to arise or exist any Security over all or any part of its Subsidiaries toproperty, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired except:revenues except the Permitted Liens.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired except:or, except for Permitted Liens.

Negative Pledge. The Borrower will not, and will shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any Borrowing Base Property or any of its assets or property the other Collateral, now owned or hereafter acquired except:acquired, except for Permitted Liens.

Negative Pledge. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, agree with any Person to restrict or place limitations on the right of the Borrower or any of its Subsidiaries to create, incur, assume or suffer permit to exist any Lien on or with respect to any property or asset of the Borrower or any of its assets or property now owned or hereafter acquired except:Subsidiaries (other than Liens on any Margin Stock).

Negative Pledge. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, create, incur, assume permit, or suffer to exist any Lien on upon any of its assets property or property assets, now owned or hereafter acquired except:acquired, except for Permitted Liens. Revolving Credit and Term Loan Agreement 22

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except:: Table of Contents

Negative Pledge. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, to create, incur, assume or suffer to exist incur any Lien on (other than Liens permitted pursuant to §§9.2.1(ii), (iv), (v) and (vi)) upon any of its assets or property now owned or hereafter acquired except:Non-Encumbered Properties.

Negative Pledge. The Borrower will shall not, and will shall not permit any of its Subsidiaries Guarantor to, create, incur, assume cause or suffer permit or permit to exist or agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any Lien on personal property or real property of the Borrower and/or any of its assets or property Guarantor, whether now owned or hereafter acquired except:acquired, to become subject to a Lien, except for Permitted Liens.

Negative Pledge. The Borrower will not, not and will not permit any of its the Restricted Subsidiaries to, directly or indirectly create, incur, assume or suffer permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any Property or asset (including, without limitation, any document or instrument in respect of its assets goods or property accounts receivable) of the Borrower or any such Restricted Subsidiary, whether now owned or held or hereafter acquired acquired, or any income or profits therefrom, except:

Negative Pledge. The Borrower will notshall not pledge, and will not grant or permit any Lien to exist on the common stock of its Subsidiaries to, create, incur, assume or suffer to exist any Lien and Affiliated nor on any Lease, Leased Property or Mortgage other than a Lien in favor of its assets or property now owned or hereafter acquired except:Lender and rights of Lessees under Leases.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property property, whether now owned or hereafter acquired except:by it, except Permitted Liens.

Negative Pledge. The Borrower will shall not, and will shall not permit any of its Material Subsidiaries to, directly or indirectly, create, incur, assume or suffer permit to exist any Lien Liens, other than Permitted Liens, upon or on any of its or their undertaking property income assets or property now owned revenues, present or hereafter acquired except:future, or any income or profits therefrom, to secure any Indebtedness, unless, at the same time or prior thereto, the Borrower’s obligations under this Agreement are secured equally and rateably therewith or benefit from such other security or other arrangements, as the case may be.

Negative Pledge. (a) The Borrower will shall not, and will not permit shall ensure that neither the Guarantor nor any of its Subsidiaries toSubsidiary will, create, incur, assume or suffer to exist any Lien on or with respect to any of its assets or property properties of any character, whether now owned or hereafter acquired except:acquired, except Permitted Liens.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired except:other than Permitted Encumbrances.

Negative Pledge. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, create, incurassume, assume incur or suffer permit to exist exist, any Lien on any of its assets properties or property assets, whether now owned or hereafter acquired except:acquired, except the following (collectively, the “Permitted Liens”):

Negative Pledge. The Borrower will shall not, and will not nor shall it permit the Parent or any of its Subsidiaries to, create, issue, incur, assume or suffer permit to exist any Lien Security Interests on any of its their property, undertakings or assets or property now owned or hereafter acquired except:other than Permitted Encumbrances.

Negative Pledge. The Borrower will not, and will not cause or 83 89 permit any of its the Subsidiaries to, create, incur, assume or suffer permit to exist any Lien on any property or assets (including stock or other securities of its assets any Subsidiary or property other person) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:

Negative Pledge. The Borrower will not, and will not cause or --------------- permit any of its the Subsidiaries to, create, incur, assume or suffer permit to exist any Lien on any property or assets (including stock or other securities of its assets any Subsidiary or property other person) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:

Negative Pledge. The Except for the Permitted Encumbrances, the Borrower will not, and will shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist exist, nor shall it permit any Lien on Guarantor, to create, incur, assume or suffer to exist, any Security Interest, upon or with respect to any of its assets their respective Property or property rights, whether now owned or hereafter acquired except:acquired.

Negative Pledge. The Borrower will shall not, and will shall not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien on upon any of its assets or property property, whether now owned or hereafter acquired except:acquired, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except for the following (collectively, "Permitted Liens"):

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except:

Negative Pledge. The Borrower will shall not, and will shall not permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer permit to exist any Lien Charge, other than a Permitted Charge, on any of its property, undertaking or assets or property now owned or hereafter acquired except:acquired.

Negative Pledge. The Borrower will notshall not enter into or --------------- suffer to exist, and will not or permit any of its Subsidiaries to, create, incur, assume to enter into or suffer to exist exist, any agreement prohibiting or conditioning the creation or assumption of any Lien on in favor of the Collateral Agent upon any of its assets property or property now owned or hereafter acquired except:assets.

Negative Pledge. The Borrower will not, and will not permit any of its Significant Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its property or assets or property now owned or hereafter acquired by the Borrower or any of its Significant Subsidiaries, except:

Negative Pledge. The Borrower will not, and will shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any Borrowing Base Property or any of its the other Collateral or any other assets or property of Borrower, now owned or hereafter acquired except:acquired, except for Permitted Liens.

Negative Pledge. The Borrower will not, Borrowers and will not permit any of its Subsidiaries to, will --------------- not create, incur, assume permit or suffer to exist any Lien on upon any of its assets or property asset, now owned or hereafter acquired except:acquired, except for Permitted Encumbrances.

Negative Pledge. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on upon or with respect to any of its assets properties, revenues or property assets, whether now owned or hereafter acquired except:acquired, other than Permitted Liens. (g)

Negative Pledge. The Borrower Borrowers will not, and will not permit any of its their Domestic Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired except:acquired, except for the following (collectively, “Permitted Liens”):

Negative Pledge. The Borrower will not, and nor will not Borrower permit any of its Subsidiaries Subsidiary to, create, incur, assume assume, permit or suffer to exist any Lien on with respect to such Person or any property of its assets or property such Person, whether now owned or hereafter acquired except:acquired, other than Permitted Liens.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Lien on upon any Property of its assets or property the Borrower now owned or hereafter acquired except:acquired, other than Permitted Liens.

Negative Pledge. The Borrower will shall not, and will not nor shall it permit any of its Subsidiaries to, create, incur, assume create nor permit to subsist any Encumbrance (other than a Permitted Encumbrance) on the whole or suffer to exist any Lien on any part of the present or future assets of the Borrower or its assets or property now owned or hereafter acquired except:Subsidiaries.

Negative Pledge. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, agree with any Person to restrict or place limitations on the right of the Borrower or any of its Subsidiaries to create, incur, assume or suffer permit to exist any Lien on or with respect to any property, including real property, or asset of the Borrower or any of its assets or property now owned or hereafter acquired except:Subsidiaries.

Negative Pledge. The Borrower will not, and will shall not permit any of its Subsidiaries togrant, create, incur, assume or suffer to exist be granted or created, any Lien on any of its assets or property now owned or hereafter acquired except:assets, other than Liens (i) in favor of the Agent, and (ii) permitted under Section 7.14.2.

Negative Pledge. The Borrower will shall not, and will not nor shall it permit any of its Subsidiaries Material Subsidiary to, create, incur, assume create or suffer permit to exist any Lien on over any of its present and future property or assets or property now owned or hereafter acquired except:other than Permitted Liens;

Negative Pledge. The Borrower will not, and will shall not permit any of its Subsidiaries to, create, incur, assume incur or permit --------------- or suffer to exist any Lien on upon any of its assets properties or property assets, now owned or hereafter acquired except:acquired, except for Permitted Liens.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property Property, whether now owned or hereafter acquired by it, except:

Negative Pledge. The Notwithstanding anything herein to the contrary, the Borrower will not, and will shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist exist, any Lien on lien, charge or encumbrance on, and shall not sell, assign, or otherwise transfer any of its assets or property now owned or hereafter acquired except:the Pledged Revenues except as provided herein and in the Indenture.