Common use of Negative Pledge Clauses Clause in Contracts

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby, any additions, accessions, parts, improvements and attachments thereto and proceeds thereof), (c) agreements relating to secured Indebtedness (or other secured obligations) permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness (or obligations, as the case may be), (d) customary provisions in leases, licenses and other contracts restricting the assignment, subletting or encumbrance thereof and (e) customary provisions in joint venture agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to the Capital Stock of such joint venture).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party, party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby, any additions, accessions, parts, improvements and attachments thereto and proceeds thereof), (c) any agreements relating to evidencing Indebtedness secured Indebtedness (or other secured obligations) by Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness (or obligations, as the case may be)hereunder, (d) provisions restricting Liens on assets of and interests in joint ventures, (e) customary provisions restrictions and conditions contained in any agreement governing Indebtedness or Liens permitted under Sections 7.3(c), 7.3(d), 7.3(f), 7.3(q) and 7.3(r), (f) customary restrictions on the assignment of leases, licenses and other contracts restricting agreements, (g) any agreement (i) prohibiting only the assignmentcreation of Liens securing Subordinated Indebtedness or (ii) containing an “equal and ratable” clause, subletting or encumbrance thereof and (eh) customary provisions in joint venture agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and any agreement evidencing an asset sale, as to the Capital Stock of such joint venture)assets being sold.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing (i) any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby together with any other assets financed by the same financing source), (ii) any additionsIndebtedness permitted under Sections 7.2(f), accessions(g), parts(i) and (l), improvements and attachments thereto and proceeds thereof)(iii) the Permitted Investor Preferred Stock, (c) agreements relating to secured Indebtedness (or other secured obligations) any document governing any Lien permitted by this Agreement if under Section 7.3 so long as such restrictions or conditions apply only restriction is limited to the property or assets securing subject to such Indebtedness (or obligations, as the case may be)Lien, (d) customary provisions in leases, licenses licenses, and other contracts restricting similar arrangements in the assignmentordinary course of business, subletting or encumbrance thereof and (e) customary provisions in joint venture agreements for the Disposition of assets pending the consummation of such Disposition, (f) as imposed by any Requirement of Law, and other similar agreements(g) (provided that such provisions apply only to such joint venture and as relating to the Capital Stock assets of such joint venture)any Excluded Foreign Subsidiary.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesrevenues of the type intended to constitute Collateral, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party, party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing (i) any purchase money Liens or Capital Lease Obligations or other secured Indebtedness otherwise permitted hereby (in which each case, any which prohibition or limitation shall only be effective against the assets financed therebythereby which in any event shall not include Collateral) or (ii) Indebtedness of an Excluded Subsidiary of the type described in clause (ii) of the definition of Excluded Subsidiary (in each case, any additions, accessions, parts, improvements and attachments thereto and proceeds thereofwhere such limitation or prohibition is only effective against the equity interests owned by a Loan Party in such Excluded Subsidiary), (c) agreements relating to secured Indebtedness (or other secured obligations) permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness (or obligations, as the case may be), (d) customary provisions in leases, licenses and other contracts restricting the assignment, subletting or encumbrance thereof and (e) customary provisions in joint venture agreements (and other similar agreements) (provided that such provisions apply only agreements applicable to joint ventures permitted under Section 7.7 and applicable solely to such joint venture and direct or indirect ownership interests therein and (d) change of control or similar limitations applicable to the Capital Stock upstream ownership of any Investment Asset; provided, in the case of clauses (c) and (d) above, that no Liens securing Indebtedness (other than Liens constituting a Non-Recourse Pledge) are permitted to exist on such joint venture)assets.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) the Senior Secured Notes Documents and any agreements governing any purchase money Liens or Liens, Capital Lease Obligations or other secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby, any additions, accessions, parts, improvements and attachments thereto and proceeds thereof), (c) binding agreements relating to secured Indebtedness providing for the sale of property within 45 days of the attachment of such restriction which are otherwise permitted hereby (in which case, any prohibition or other secured obligations) permitted by this Agreement if such restrictions or conditions apply limitation shall only to be effective against the property to be sold, directly or assets securing such Indebtedness (or obligationsindirectly, as the case may bethereby), (d) restrictions by reason of customary provisions restricting Liens, assignments, subletting, or other transfers contained in joint venture agreements, leases, licenses licenses, and other contracts restricting similar agreements entered into in the assignmentordinary course of business (in which case, subletting any prohibition or encumbrance thereof limitation shall only be effective against the property and rights subject to such agreements) consistent with past practice and (e) customary provisions restrictions imposed in joint venture agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to the Capital Stock of such joint venture)documentation governing Subordinated Debt.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing (i) any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby together with any other assets financed by the same financing source), (ii) any additionsIndebtedness permitted under Sections 7.2(f), accessions(g) and (i), parts, improvements and attachments thereto and proceeds thereof)(iii) the Permitted Investor Preferred Stock, (c) agreements relating to secured Indebtedness (or other secured obligations) any document governing any Lien permitted by this Agreement if under Section 7.3 so long as such restrictions or conditions apply only restriction is limited to the property or assets securing subject to such Indebtedness (or obligations, as the case may be)Lien, (d) customary provisions in leases, licenses licenses, and other contracts restricting similar arrangements in the assignmentordinary course of business, subletting or encumbrance thereof and (e) customary provisions in joint venture agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to for the Capital Stock Disposition of assets pending the consummation of such joint venture).Disposition,

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien securing the Obligations upon any of its property or revenues, whether now owned or hereafter acquired, to secure obligations under the Loan Documents to which it is a party, other than than: (a) this Agreement and the other Loan Documents, ; (b) any restrictions imposed by any agreements governing any secured Indebtedness (including any purchase money Liens or Capital Lease Obligations Obligations) otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby, any additions, accessions, parts, improvements and attachments thereto and proceeds thereof), hereby; (c) customary restrictions and conditions imposed by any Swap Agreements; (d) customary restrictions on transfers of property subject to a Lien permitted under Section 7.3; (e) restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred under Section 7.2; (f) customary restrictions or conditions imposed by any agreements relating governing any Indebtedness permitted under Section 7.2, to secured Indebtedness (or other secured obligations) permitted by this Agreement if the extent such restrictions or conditions apply only to are not materially more restrictive than the property or assets securing such Indebtedness (or obligations, as restrictions and conditions in the case may be), (d) customary provisions in leases, licenses and other contracts restricting the assignment, subletting or encumbrance thereof and (e) customary provisions in joint venture agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to the Capital Stock of such joint venture).Loan Documents;

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby, any additions, accessions, parts, improvements and attachments thereto and proceeds thereof), (c) agreements relating any agreement with respect to secured Indebtedness (or other secured obligations) of a Foreign Subsidiary permitted by pursuant to this Agreement if so long as such restrictions prohibitions or conditions apply limitations are only with respect to the property properties and revenues of such Foreign Subsidiary or assets securing any Wholly Owned Subsidiary of such Indebtedness (or obligations, as the case may be), Foreign Subsidiary (d) customary provisions in leasesthe Amended and Restated Five-Year Term Loan Agreement or the Short-Term Credit Agreement, licenses and other contracts restricting the assignment, subletting or encumbrance thereof and (e) customary provisions the Existing Indenture (f) restrictions in joint venture agreements the MOU Documentation (and other similar agreementsfor so long as the MOU Documentation shall be in effect) restricting the ability of the Group Members to create Liens on assets of the Group Members to be transferred to Ford pursuant to the MOU Transactions (provided it being understood that such provisions apply only to such joint venture and restrictions shall permit the Liens pursuant to the Capital Stock of such joint ventureSecurity Documents), and (g) the Receivables Purchase and Sale Agreements.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing (i) any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (ii) any Indebtedness permitted under Sections 7.2(f), any additions(g), accessions, parts, improvements and attachments thereto and proceeds thereof(i) or (j), (c) agreements relating to secured Indebtedness (or other secured obligations) any document governing any Lien permitted by this Agreement if under Section 7.3 so long as such restrictions or conditions apply only restriction is limited to the property or assets securing subject to such Indebtedness Lien (or obligations, except as it relates to assets financed by the case may besame financing source), (d) customary provisions in leases, licenses licenses, and other contracts restricting similar arrangements in the assignmentordinary course of business, subletting or encumbrance thereof and (e) customary provisions in joint venture agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to for the Capital Stock Disposition of assets pending the consummation of such joint venture)Disposition, and (f) as imposed by any Requirement of Law.

Negative Pledge Clauses. (a) Enter into or suffer to exist or become effective effective, any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure obligations its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby, any additions, accessions, parts, improvements and attachments thereto and proceeds thereof), (c) agreements relating to secured Indebtedness (or other secured obligations) permitted by this Agreement if such restrictions or conditions apply only to on the property or assets securing such Indebtedness (or obligations, as the case may be), (d) customary provisions in assignment of leases, licenses and other contracts restricting agreements, and (d) any restriction on the assignment, subletting or encumbrance thereof ability of a Loan Party to create Liens on assets that are imposed pursuant to an agreement for the Disposition of such assets (to the extent that such Disposition is permitted hereunder); and (e) customary provisions any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m), (n), (o) and (p) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in joint venture agreements (and other similar agreements) (each case, provided that any such provisions apply restriction relates only to the assets or property subject to such joint venture and to the Capital Stock of such joint ventureLien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Credit Documents to which it is a party, party other than (a) this Agreement and the other Loan Credit Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby, any additions, accessions, parts, improvements and attachments thereto and proceeds thereof), (c) agreements any agreement relating to secured Indebtedness (or other secured obligations) permitted by this Agreement if such restrictions Section 7.2(g), (h) or conditions apply only (k) to the property extent such prohibition or limitation relates to the Orbital Receivables or Vendor Financing Receivables and related assets securing such Indebtedness (which are the subject thereof or obligations, as the case may be)assets financed thereby, (d) customary provisions in leasesany agreements relating to Indebtedness permitted by Section 7.2(j), licenses and other contracts restricting any agreements relating to assets that are the assignment, subletting subject of Liens permitted by Section 7.3(f) or encumbrance thereof (j) and (e) customary provisions any shareholders’ or like agreements in joint venture agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to existence on the Capital Stock of such joint venture)date hereof or entered into by any Group Member in connection with any investment otherwise permitted hereby.

Negative Pledge Clauses. (a) Enter into or suffer to exist or become effective effective, any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure obligations its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby, any additions, accessions, parts, improvements and attachments thereto and proceeds thereof), (c) agreements relating to secured Indebtedness (or other secured obligations) permitted by this Agreement if such restrictions or conditions apply only to on the property or assets securing such Indebtedness (or obligations, as the case may be), (d) customary provisions in assignment of leases, licenses and other contracts restricting agreements, and (d) any restriction on the assignment, subletting or encumbrance thereof ability of a Loan Party to create Liens on assets that are imposed pursuant to an agreement for the Disposition of such assets (to the extent that such Disposition is permitted hereunder); and (e) customary provisions any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 6.3(c), (m), (n), (o) and (p) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in joint venture agreements (and other similar agreements) (each case, provided that any such provisions apply restriction relates only to the assets or property subject to such joint venture and to the Capital Stock of such joint ventureLien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing (i) any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby together with any other assets financed by the same financing source), (ii) any additionsIndebtedness permitted under Sections 7.2(f), accessions(g) and (i), parts, improvements and attachments thereto and proceeds thereof)(iii) the Permitted Investor Preferred Stock, (c) agreements relating to secured Indebtedness (or other secured obligations) any document governing any Lien permitted by this Agreement if under Section 7.3 so long as such restrictions or conditions apply only restriction is limited to the property or assets securing subject to such Indebtedness (or obligations, as the case may be)Lien, (d) customary provisions in leases, licenses licenses, and other contracts restricting similar arrangements in the assignmentordinary course of business, subletting or encumbrance thereof and (e) customary provisions in joint venture agreements for the Disposition of assets pending the consummation of such Disposition, (f) as imposed by any Requirement of Law, and other similar agreements(g) (provided that such provisions apply only to such joint venture and as relating to the Capital Stock assets of such joint venture)any Excluded Foreign Subsidiary.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing (i) any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (ii) any Indebtedness permitted under Sections 7.2(f), any additions(g), accessions, parts, improvements and attachments thereto and proceeds thereof(i) or (j), (c) agreements relating to secured Indebtedness (or other secured obligations) any document governing any Lien permitted by this Agreement if under Section 7.3 so long as such restrictions or conditions apply only restriction is limited to the property or assets securing subject to such Indebtedness Lien (or obligations, except as it relates to assets financed by the case may besame financing source), (d) the Holdings Notes (so long as the prohibition or limitation therein does not restrict Liens created under the Loan Documents), (e) customary provisions in leases, licenses licenses, and other contracts restricting similar arrangements in the assignmentordinary course of business, subletting or encumbrance thereof and (ef) customary provisions in joint venture agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to for the Capital Stock Disposition of assets pending the consummation of such joint venture)Disposition, and (g) as imposed by any Requirement of Law."

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Credit Documents to which it is a party, party other than (a) this Agreement and the other Loan Credit Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby, any additions, accessions, parts, improvements and attachments thereto and proceeds thereof), (c) agreements any agreement relating to secured Indebtedness (or other secured obligations) permitted by this Agreement if such restrictions Section 7.2(g) or conditions apply only (h) to the property extent such prohibition or limitation relates to the Orbital Receivables or Vendor Financing Receivables and related assets securing such Indebtedness (which are the subject thereof or obligations, as the case may be)assets financed thereby, (d) customary provisions in leasesany agreements relating to Indebtedness permitted by Section 7.2(j), licenses and other contracts restricting any agreements relating to assets that are the assignmentsubject of Liens permitted by Section 7.3(f) or (j), subletting or encumbrance thereof and (e) customary provisions any shareholders’ or like agreements in joint venture existence on the date hereof or entered into by any Group Member in connection with any investment otherwise permitted hereby, and (f) any agreements (and other similar agreementsrelating to Indebtedness permitted by Section 7.2(k) (provided with respect to property that such provisions apply only to such joint venture and to is the Capital Stock subject of such joint ventureLiens permitted by Section 7.3(t).