Common use of Negative Pledge Agreements; Dividend Restrictions Clause in Contracts

Negative Pledge Agreements; Dividend Restrictions. Neither the Borrower nor any of its Subsidiaries will create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, Security Instruments, Capital Leases, purchase money security interests creating Liens permitted by Section 9.03(c) or collateral or margin agreements permitted by Section 9.03(d) securing Swap Agreements) that in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither the The Borrower nor will not, and will not permit any of its Subsidiaries will other Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, Instruments and Capital Leases, purchase money security interests Leases creating Liens permitted by Section 9.03(c)) or collateral or margin agreements permitted by Section 9.03(d) securing Swap Agreements) that which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or Secured Parties or, except for restrictions substantially no more restrictive than those in Section 9.04(a) hereof, restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, or which which, except for dividend or distribution restrictions as aforesaid, requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither the Borrower nor The Obligors will not, and will not permit any of its Subsidiaries will Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, Instruments or Capital Leases, purchase money security interests Leases creating Liens permitted by Section 9.03(c11.3(c)) or collateral or margin agreements permitted by Section 9.03(dand clause (g) securing Swap Agreementsof the definition of Excepted Liens) that which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders Purchasers or restricts any Subsidiary from paying dividends or making distributions to the Borrower any Obligor or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither The Parent and the Borrower nor will not, and will not permit any of its Subsidiaries will their respective subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, Instruments or Capital Leases, purchase money security interests Leases creating Liens permitted by Section 9.03(c) or collateral or margin agreements permitted by Section 9.03(d) securing Swap Agreements9.03(b)) that in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent, the Collateral Agent and the Lenders Secured Parties or restricts any Subsidiary from paying dividends or making distributions to the Borrower or any GuarantorGuarantor (other than the Parent), or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither The Parent and the Borrower nor will not, and will not permit any of its Subsidiaries will other Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, and agreements with respect to Purchase Money Debt or Capital Leases, purchase money security interests creating Leases secured by Liens permitted by Section 9.03(c) ), but then only with respect to Property which is the subject of such Capital Lease or collateral or margin agreements permitted by Section 9.03(d) securing Swap Agreements) that Purchase Money Debt), which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent for the benefit of itself and the Lenders Secured Parties, or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither the Borrower nor The Parent Guarantor will not, and will not permit any of its Subsidiaries will Credit Party to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, Capital Leases, purchase money security interests creating Instruments or Liens permitted by Section 9.03(c) or collateral or margin agreements permitted by 9.03(b), Section 9.03(d) securing Swap Agreementsor Section 9.03(f) that but such restriction shall apply only to the Property subject of such Liens) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither Except for Independent Bank’s Credit Agreement, the Intercreditor Agreement, the “Hedge Intercreditor Agreement” (as defined in Independent Bank’s Credit Agreement) and the other Loan Documents, the Borrower nor will not, and will not permit any of its Subsidiaries will Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, Agreement and the Security Instruments, Capital Leases, purchase money security interests creating Liens permitted by Section 9.03(cDocuments) or collateral or margin agreements permitted by Section 9.03(d) securing Swap Agreements) that which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Subsidiary from paying dividends or making distributions to the Borrower or any GuarantorBorrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither The Parent and the Borrower nor will not, and will not permit any of its Subsidiaries will their respective subsidiaries to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, Instruments or Capital Leases, purchase money security interests Leases creating Liens permitted by Section 9.03(c) or collateral or margin agreements permitted by Section 9.03(d) securing Swap Agreements9.03(b)) that in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders Secured Parties or restricts any Subsidiary from paying dividends or making distributions to the Borrower or any GuarantorGuarantor (other than the Parent), or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither the The Borrower nor will not, and will not permit any of its Subsidiaries will Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, Capital Leases, purchase money security interests creating Liens permitted by Section 9.03(c), the Intercreditor Agreement and the Senior Credit Agreement, the Third Lien Term Loan Agreement or listed on Schedule 7.14) or collateral or margin agreements permitted by Section 9.03(d) securing Swap Agreements) that which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Subsidiary from paying dividends or making distributions to the a Borrower or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither the The Borrower nor will not, and will not permit any of its Subsidiaries will Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Senior Revolving Credit Agreement, the Security Instruments, Instruments or Capital Leases, purchase money security interests Leases or agreements creating Liens permitted by Section 9.03(c) or collateral or margin agreements permitted by and Section 9.03(d)) securing Swap Agreements) that which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither ------------------------------------------------- the Borrower nor any of its Subsidiaries Material Subsidiary will create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, Instruments or Capital Leases, purchase money security interests Leases creating Liens permitted by Section 9.03(c)) or collateral or margin agreements permitted by Section 9.03(d) securing Swap Agreements) that which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Material Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither the The Borrower nor will not, and will not permit any of its Subsidiaries will Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security InstrumentsInstruments or the Indenture and agreements evidencing Non-Recourse Debt, Capital Leases, purchase money security interests creating but then only on the Property subject to the Liens permitted by Section 9.03(csecuring such Debt) or collateral or margin agreements permitted by Section 9.03(d) securing Swap Agreements) that which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders to secure the Indebtedness or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither the The Borrower nor will not, and will not permit any of its Subsidiaries will Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, the First Lien Loan Documents or Capital Leases, purchase money security interests Leases creating Liens permitted by Section 9.03(c9.03(d)) or collateral or margin agreements permitted by Section 9.03(d) securing Swap Agreements) that which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and and/or any or all of the Lenders Secured Parties or restricts any Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither 9797113 The Parent Guarantor and the Borrower nor any of its Subsidiaries will not create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, Instruments or Capital Leases, purchase money security interests Leases creating Liens permitted by Section 9.03(c)) or collateral or margin agreements permitted by Section 9.03(d) securing Swap Agreements) that which in any way prohibits or restricts (other than any provision under Junior Lien Facilities requiring the granting of a Lien in favor of the secured parties thereunder in the event that a corresponding Lien is granted pursuant to the terms of the Security Instruments) the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither 97 The Parent Guarantor and the Borrower nor any of its Subsidiaries will not create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, Instruments or Capital Leases, purchase money security interests Leases creating Liens permitted by Section 9.03(c)) or collateral or margin agreements permitted by Section 9.03(d) securing Swap Agreements) that which in any way prohibits or restricts (other than any provision under Junior Lien Facilities requiring the granting of a Lien in favor of the secured parties thereunder in the event that a corresponding Lien is granted pursuant to the terms of the Security Instruments) the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither the The Borrower nor will not, and will not permit any of its Subsidiaries will Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, Capital Leases, purchase money security interests creating Liens permitted by Section 9.03(c), the Intercreditor Agreement, the Senior Credit Agreement and the Second Lien Term Loan Agreement or listed on Schedule 7.14) or collateral or margin agreements permitted by Section 9.03(d) securing Swap Agreements) that which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Subsidiary from paying dividends or making distributions to the a Borrower or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither the The Borrower nor will not, and will not permit any of its Subsidiaries will Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Second Lien Term Loan Agreement, the Security Instruments, Instruments or Capital Leases, purchase money security interests Leases or agreements creating Liens permitted by Section 9.03(c) or collateral or margin agreements permitted by and Section 9.03(d)) securing Swap Agreements) that which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither the ------------------------------------------------- Borrower nor any of its Subsidiaries Material Subsidiary will create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, Instruments or Capital Leases, purchase money security interests Leases creating Liens permitted by Section 9.03(c)) or collateral or margin agreements permitted by Section 9.03(d) securing Swap Agreements) that which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Material Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements; Dividend Restrictions. Neither the The Borrower nor will not, and will not permit any of its Subsidiaries will Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Revolving Facility Documents, the Security Instruments, Instruments or Capital Leases, purchase money security interests Leases creating Liens permitted by Section 9.03(c9.03 (c) or collateral or margin agreements permitted by Section 9.03(dand (d)) securing Swap Agreements) that which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith.