Liens; Negative Pledge. (a) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent shall not, and shall not permit any Wholly Owned Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns.
(c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which the Borrower or such direct or indirect owner may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreement.
Liens; Negative Pledge. Borrower will not, nor will Borrower permit any other Credit Party to, create, assume or suffer to exist any Lien on any asset owned by it (other than Permitted Encumbrances). Borrower will not, nor will Borrower permit any other Credit Party to, enter into or become subject to any agreement that prohibits or otherwise restricts the right of any Credit Party to create, assume or suffer to exist any Lien in favor of Administrative Agent or any Bank on any Credit Party’s assets.
Liens; Negative Pledge. Borrower will not, nor will Borrower permit any other Credit Party to, create, assume or suffer to exist any Lien on any asset owned by it other than (a) Permitted Encumbrances, and (b) Liens existing on any asset prior to the acquisition thereof by any Credit Party or existing on any asset of any Person that becomes a Credit Party after the date hereof prior to the time such Person becomes a Credit Party; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Credit Party, as the case may be, (ii) such Lien shall not at any time apply to or encumber any other assets of the Credit Party, (iii) such Lien shall not at any time attach to any Mineral Interests of the Credit Parties, and (iv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Credit Party, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof. Borrower will not, nor will Borrower permit any other Credit Party to, enter into or become subject to any agreement that prohibits or otherwise restricts the right of any Credit Party to create, assume or suffer to exist any Lien in favor of the Secured Parties on any Credit Party’s assets.
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 th...
Liens; Negative Pledge. Unless the Guarantor shall have unencumbered assets having a value of not less than $100,000,000 at the time of, and after giving effect to, the grant of any lien hereunder, the Guarantor shall not, and (x) until the Release Event has occurred, shall not permit any of the Obligors to, and (y) on and after the Release Event has occurred, shall not permit FWA4 or any of FWA4’s Project Companies to, create, incur, assume, permit to exist any lien on any property or asset now owned or hereafter acquired by it or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof to secure any of its Indebtedness (or any Indebtedness of such subsidiary) or any guarantee, indemnity or other surety obligation in respect of Indebtedness of any other Person other than (i) as required under the other Basic Documents, (ii) as required under the FWA4 Promissory Note, or (iii) Permitted Liens.
Liens; Negative Pledge. Borrower will not, nor will Borrower permit any other Credit Party to, create, assume or suffer to exist any Lien on any Credit Party’s Properties (now owned or hereafter acquired) other than Permitted Encumbrances. Borrower will not, nor will Borrower permit any other Credit Party to, enter into or become subject to any agreement that prohibits or otherwise restricts the right of any Credit Party to create, assume or suffer to exist any Lien in favor of Administrative Agent on any Credit Party’s Property other than agreements with respect to Permitted Encumbrances described in clauses (e), (h), (i), (j), (k) and (m) of the definition of such term but only to the extent such agreements apply to the Property subject to such Permitted Encumbrances.
Liens; Negative Pledge. (a) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.1.
(b) The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in (i) an agreement (x) evidencing Indebtedness which the Parent, any other Borrower, such other Loan Party or such other Subsidiary, as applicable, may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness, (ii) an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that in any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale, (iii) the 2014 Seven-Year Term Loan Agreement or (iv) any other agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents.
Liens; Negative Pledge. The Borrower will not create, incur, assume or permit to exist any lien, mortgage, pledge, charge or other encumbrance on, or any security interest in, any of its real or personal properties, except liens in favor of Lender; liens existing prior to the date of this Agreement that have been disclosed in writing to Lender; liens for taxes and other governmental charges which are not delinquent or the validity of which is being contested in good faith; liens of carriers warehousemen, mechanics and other like liens arising in the ordinary course of business; and except Permitted Liens.
Liens; Negative Pledge. Borrower will not create, incur, assume or permit to exist, any Lien on its property or assets, whether real or personal, tangible or intangible, including the Collateral, except Permitted Liens.
Liens; Negative Pledge. The Borrower will not create, incur or suffer to exist, nor shall Borrower allow any member of the Group to create, incur or suffer to exist, any Lien in, of or on any of their Properties except for Permitted Liens.
