Negative Pledge; Indebtedness Clause Samples
The Negative Pledge; Indebtedness clause restricts a borrower from granting security interests or liens over its assets to other creditors, thereby preventing the borrower from incurring additional secured debt without the lender's consent. In practice, this means the borrower cannot pledge its property as collateral for new loans or create other encumbrances that would rank ahead of or equal to the lender’s claim. This clause ensures that the lender’s position is not weakened by subsequent secured borrowings, thereby protecting the lender’s priority and reducing the risk of loss in the event of the borrower’s default.
Negative Pledge; Indebtedness. Each of the Parent and the Borrower shall not permit:
(a) The Equity Interests of the Borrower held by the Parent to be subject to any Lien.
(b) Any Person (other than the Parent or the Borrower) that directly or indirectly owns Equity Interests in any Subsidiary Guarantor to (i) incur any Indebtedness (whether Recourse Indebtedness or Non-Recourse Indebtedness) (other than Indebtedness listed on Schedule 8.13 and Additional Permitted Indebtedness), (ii) provide Guarantees to support Indebtedness (other than Indebtedness listed on Schedule 8.13 and Additional Permitted Indebtedness), or (iii) have its Equity Interests subject to any Lien or other encumbrance (other than in favor of the Administrative Agent).
(c) Any Subsidiary Guarantor that owns an Unencumbered Property to (i) incur any Indebtedness (whether Recourse Indebtedness or Non-Recourse Indebtedness) (other than the Obligations, Indebtedness listed on Schedule 8.13 and Additional Permitted Indebtedness) or (ii) provide Guarantees to support Indebtedness (other than the Obligations, Indebtedness listed on Schedule 8.13 and Additional Permitted Indebtedness).
Negative Pledge; Indebtedness. Each of Parent and Borrower shall not permit:
(a) The Equity Interests of Borrower held by Parent to be subject to any Lien.
(b) Any Person (other than Parent or Borrower) that directly or indirectly owns Equity Interests in any Subsidiary Guarantor to (i) incur any Indebtedness (whether Recourse Indebtedness or Non-Recourse Indebtedness) (other than Indebtedness listed on Schedule 8.13), (ii) provide Guarantees to support Indebtedness (other than Indebtedness listed on Schedule 8.13), or (iii) have its Equity Interests subject to any Lien or other encumbrance (other than in favor of the Administrative Agent).
(c) Any Mortgagor that owns a Borrowing base Property to (i) incur any Indebtedness (whether Recourse Indebtedness or Non-Recourse Indebtedness) or (ii) provide Guarantees to support Indebtedness (other than, in each case, Indebtedness secured by Liens permitted by Section 8.01).
Negative Pledge; Indebtedness. Not permit:
(a) Secured Recourse Indebtedness to be in excess of fifteen percent (15%) of Total Asset Value as of the last day of each fiscal quarter; or
(b) the incurrence of any Indebtedness (other than the Credit Extensions) secured by any Lien granted by a Loan Party on any Borrowing Base Property.
Negative Pledge; Indebtedness. Each of Parent and Borrower shall not permit:
(a) The Equity Interests of Borrower held by Parent to be subject to any Lien.
(b) Any Person (other than Parent or Borrower) that directly or indirectly owns Equity Interests in any Subsidiary Guarantor to (i) incur any Indebtedness (whether Recourse Indebtedness or Non-Recourse Indebtedness), (ii) provide Guarantees to support Indebtedness, or (iii) have its Equity Interests subject to any Lien or other encumbrance (other than in favor of the Administrative Agent).
(c) Any Mortgagor that owns an Equity Pledge Property to (i) incur any Indebtedness (whether Recourse Indebtedness or Non-Recourse Indebtedness) or (ii) provide Guarantees to support Indebtedness (other than, in each case, Indebtedness secured by Liens permitted by Section 8.01).
Negative Pledge; Indebtedness. Each of Parent and Borrower shall not permit:
(a) The Equity Interests of Borrower held by Parent to be subject to any Lien.
(b) Any Person (other than Parent or Borrower) that directly or indirectly owns Equity Interests in any Subsidiary Guarantor to (i) incur any Secured Indebtedness (other than Indebtedness listed on Schedule 8.13), (ii) provide Guarantees to support Secured Indebtedness (other than Indebtedness listed on Schedule 8.13), or (iii) have its Equity Interests subject to any Lien or other encumbrance (other than in favor of the Administrative Agent).
(c) Any Subsidiary Guarantor that owns a Borrowing Base Property to incur any Secured Indebtedness.
Negative Pledge; Indebtedness. Each of Parent and Borrower shall not permit:
Negative Pledge; Indebtedness. Not permit:
(a) Secured Recourse Indebtedness, other than the Credit Extensions, in excess of Three Hundred Million Dollars ($300,000,000) (solely to the extent of the recourse portion thereof), subject to a Two Hundred Million Dollars ($200,000,000) sublimit (solely to the extent of the recourse portion thereof) for collateralized receivables.
(b) The incurrence of any Indebtedness (other than the Credit Extensions) secured by any Lien on any Borrowing Base Property or Equity Interest Collateral.
Negative Pledge; Indebtedness. Each of Parent and Borrower shall not permit:
(a) The Equity Interests of Borrower held by Parent to be subject to any Lien.
(b) (i) Any Subsidiary (other than Parent, any Intermediate Parent or Borrower) that directly or indirectly owns Equity Interests in any Subsidiary Guarantor to (iA) incur any Indebtedness (whether Recourse Indebtedness or Non-Recourse Indebtedness) (other than Indebtedness listed on Schedule 8.13), or (iiB) provide Guarantees to support Indebtedness (other than Indebtedness listed on Schedule 8.13), or (iii)ii) any Subsidiary that directly or indirectly owns Equity Interests in any Subsidiary Guarantor to have its Equity Interests subject to any Lien or other encumbrance (other than in favor of the Administrative Agent or, from and after the occurrence of the Permitted Bridge Credit Agreement Transaction, the administrative agent (or equivalent person) under the Bridge Credit Agreement).
(c) Any Property Owner that owns a Borrowing Base Property to (i) incur any Indebtedness (whether Recourse Indebtedness or Non-Recourse Indebtedness) or (ii) provide Guarantees to support Indebtedness (other than, in each case, Indebtedness secured by Liens permitted by Section 8.01).
(d) Borrower to incur any Indebtedness (other than pursuant to this Agreement or in connection with the Permitted Bridge Credit Agreement Transaction) secured by any Lien on any Borrowing Base Property or Equity Interest Collateral.
(e) From and after the occurrence of the Permitted Bridge Credit Agreement Transaction, any Subsidiary to provide Guarantees to support obligations under the Bridge Credit Agreement, unless such Subsidiary shall promptly, and in any event no later than the tenth (10th) day following providing such Guarantee in respect of the Bridge Credit Agreement, become party to a Subsidiary Guaranty unconditionally guarantying in favor of Administrative Agent and Lenders the full payment and performance of the Obligations.