Common use of Negative Pledge Agreements Clause in Contracts

Negative Pledge Agreements. None of the Obligors will create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of Neither the Obligors Borrower nor any Subsidiary will create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of the Obligors nor any of their Subsidiaries will create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of Neither the Obligors Borrower nor any Subsidiary will create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement and Agreement, the Security InstrumentsInstruments and any agreement creating the Liens allowed under Sections 9.02(d) and (e)) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of Neither the Obligors Borrower nor any Restricted Subsidiary will create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property included in the Borrowing Base or restricts it or any other Restricted Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of Neither the Obligors Company nor any Subsidiary will create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement the Senior Credit Documents and the Security InstrumentsSubordinated Note and Warrant Documents) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the BorrowerCompany, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of the Obligors Neither Borrower nor any Subsidiary will create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement and the Security InstrumentsLoan Documents) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of the Obligors The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement and Agreement, the Security Instruments, or Capital Leases creating Liens permitted by Section 9.03) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to Properties in favor of the Borrower, Administrative Agent and the Lenders or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of the Obligors The Borrower will not and will not permit any Subsidiary to create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement and the Security InstrumentsBasic Documents) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends or making any other distribution to the Borrower, Borrower or which requires the consent of or a notice to other Persons in connection therewithwith any of the foregoing, other than the restrictions contained in the Senior Loan Documents as they exist on the day hereof.

Negative Pledge Agreements. None of the Obligors will create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of the Obligors The Borrower will not create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of the Obligors The Borrower will not and will not permit any Subsidiary to create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement the Loan Documents and the Security InstrumentsSenior Loan Documents) which in any way prohibits or restricts (i) the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or (ii) any other Subsidiary from paying dividends or making any other distribution to the Borrower, Borrower or which requires the consent of or notice to other Persons in connection therewithwith any of the foregoing.

Negative Pledge Agreements. None The Borrower shall not and shall not permit any of the Obligors will its Subsidiary Guarantors to create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary Guarantor from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of Neither the Obligors Borrower nor any Subsidiary will create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement Agreement, the other Loan Documents and any agreement creating the Security InstrumentsLiens allowed under Sections 9.02(d), (e) and (f)) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of the Obligors Borrower and its Consolidated Subsidiaries will create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None Neither the Parent Company, the Borrower nor any of the Obligors its Subsidiaries will create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement Agreement, the Security Instruments and the Security Instrumentsdocuments and agreements evidencing the DEM Subordinated Debt) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary of its Subsidiaries from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of Neither the Obligors Borrower nor any Restricted Subsidiary will create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement, the Credit Agreement and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property which is required to be subject to a Lien in favor of the Agent securing the Tranche B Indebtedness or restricts it or any other Restricted Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of Neither the Obligors Borrower nor any Subsidiary will create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Obligations or restricts it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of the Obligors The Borrower will not and will not permit any Subsidiary to create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement and the Security InstrumentsLoan Documents) which in any way prohibits or restricts (i) the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or (ii) any other Subsidiary from paying dividends or making any other distribution to the Borrower, Borrower or which requires the consent of or notice to other Persons in connection therewithwith any of the foregoing.

Negative Pledge Agreements. None of the Obligors Neither Borrower nor any Subsidiary will create, incur, assume or permit to exist any contract, agreement or understanding (other than this (x) the Loan Documents and (y) documents and agreements relating to Subordinated Debt, to the extent permitted by the Intercreditor Agreement and the Security Instrumentspertaining to such Subordinated Debt) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of the Obligors Neither an Obligor nor any Subsidiary will create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments) 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 it or any other Subsidiary from paying dividends to the Borrowersuch Obligor, or which requires the consent of or notice to other Persons in connection therewith.. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

Negative Pledge Agreements. None Neither the Parent Company, the Borrower nor any of the Obligors its Subsidiaries will create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement Agreement, the Security Instruments and the Security Instrumentsdocuments and agreements evidencing the Subordinated Debt) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary of its Subsidiaries from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of the Obligors The Borrower will not create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement and or the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the BorrowerProperty, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of Neither the Obligors Borrower nor any Subsidiary will create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith, except for instances where the applicable restriction has been waived in writing by the Person entitled to enforce such restriction.

Negative Pledge Agreements. None of Neither the Obligors Borrower nor any Subsidiary will create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement and the Security InstrumentsInstruments and the Senior Credit Agreement and the security instruments in connection therewith) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.the

Negative Pledge Agreements. None of the Obligors nor any of their Subsidiaries will create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary of their Subsidiaries from paying dividends to the Borroweran Obligor, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of the Obligors The Borrower will not create, incur, assume or permit suffer to exist any contract, agreement agreement, or understanding (other than this Agreement and the Security InstrumentsLoan Documents) which in any way prohibits or restricts the granting, conveying, creation creation, or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of the Obligors The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement and Agreement, the Security Instruments, the ABL Facility Documents, the Senior Notes, Capital Leases or purchase money Indebtedness creating Permitted Liens) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to Oil and Gas Properties in favor of the Borrower, or which requires Administrative Agent and the consent of or notice to other Persons in connection therewithLenders.

Negative Pledge Agreements. None of Neither the Obligors Borrower nor any Subsidiary will create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement Agreement, the Security Instruments and the Security InstrumentsSubordinated Liens and Subordinated Credit Agreement) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of the Obligors The Borrower will not create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement and or the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to in favor of the BorrowerAdministrative Agent and the Lenders, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of Neither the Obligors Borrower nor any Guarantor will create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments, and the agreements and instruments creating Liens otherwise permitted under Section 9.02 with respect to the Property covered by such Liens only) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary Guarantor from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of Neither the Obligors Borrower nor any Subsidiary will create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments) 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 it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None of Neither the Obligors Borrower nor any Restricted Subsidiary will create, incur, assume or permit suffer to exist any contract, agreement or understanding (other than this Agreement Agreement, the Tranche A Security Instruments and the Tranche B Security InstrumentsInstruments (as defined in Annex I) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property included in the Borrowing Base or restricts it or any other Restricted Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

Negative Pledge Agreements. None Not, and not permit any of the Obligors will its Subsidiaries to, create, incur, assume or permit suffer to exist any contractagreement, agreement or understanding (other than this Agreement and Agreement, the Security Instruments) Loan Documents, or agreements with respect to the renewal or extension of the Liabilities which in places any way prohibits restrictions upon the right of the Borrower or restricts the grantingany of its Subsidiaries to sell, conveying, creation otherwise dispose of or imposition of any create a Lien on any of its Property properties now owned or restricts it or any thereafter acquired other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewiththan as permitted herein.

Negative Pledge Agreements. None of the Obligors will create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.. Section 9.20

Negative Pledge Agreements. None of the Obligors nor -------------------------- any of their Subsidiaries will create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.