Common use of 0b Liens Clause in Contracts

0b Liens. The Parent and the Issuer will not, and will not permit any of their Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired, except: (i) Liens securing the RBL Secured Obligations; (ii) Excepted Liens; (iii) Liens on any property or asset of the Issuer or any of its Subsidiaries existing on the date hereof and set forth on Schedule 7.02; provided that such Liens shall not apply to any other property or asset of the Issuer or any Subsidiary; (iv) 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 7.01(c), (ii) such Lien attaches to such asset concurrently or within ninety (90) days after the acquisition or the completion of the construction or improvement 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; (v) [reserved]; (vi) extensions, renewals, or replacements of any Lien referred to in Sections 7.02(b), 7.02(c) and 7.02(d); provided that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; and (vii) Liens on property not otherwise permitted by the foregoing clauses of this Section 7.02; provided that the aggregate principal or face amount of all Indebtedness secured under this Section 7.02(g) shall not exceed five million Dollars ($5,000,000).

0b Liens. The Parent and the Issuer Borrower will not, and will not permit any of their its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired, except:except (each of the following a “Permitted Lien” and collectively, the “Permitted Liens”): (i) Liens securing the RBL Secured ObligationsObligations pursuant to the Loan Documents; provided that no Liens may secure Hedging Obligations or Bank Product Obligations without securing all other Obligations on a basis at least pani passu with such Hedging Obligations or Bank Product Obligations and subject to the priority of payments set forth in Section 2.13 and Section 9.02; (ii) Excepted LiensPermitted Encumbrances; (iii) Liens on any property or asset of the Issuer Borrower or any of its Subsidiaries existing on the date hereof and set forth on Schedule 7.028.02; provided that such Liens shall not apply to any other property or asset of the Issuer Borrower or any Subsidiary; (iv) 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) any such Lien secures Indebtedness permitted by Section 7.01(c8.01(c), (ii) any such Lien attaches to such asset concurrently or within ninety (90) 180 days after the acquisition or the completion of the construction or improvement improvements thereof, (iii) any 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; provided, further, that individual financings of equipment provided by one lender or lessor, as the case may be, may be cross-collateralized to other individual financings of equipment provided by such lender or lessor respectively; (v) [reserved]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 their Subsidiaries, or (z) existing on any asset prior to the acquisition thereof by the Borrower or any of their Subsidiaries; 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 the date of such merger or the date of such acquisition; (vi) Liens on any assets of Foreign Subsidiaries securing Indebtedness permitted under Section 8.01(g); (vii) extensions, renewals, or replacements of any Lien referred to in Sections 7.02(b), 7.02(csubsections (c) and 7.02(d)through (e) of this Section; provided that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (viii) Liens on chassis and proceeds thereof in connection with Chassis Financing Obligations; and (viiix) additional Liens on any property not otherwise permitted by of the foregoing clauses Borrower or any of this Section 7.02its Subsidiaries securing any Indebtedness or other liabilities; provided provided, that the aggregate outstanding principal or face amount of all such Indebtedness and liabilities secured under this Section 7.02(g) by property of the Loan Parties shall not exceed five million Dollars ($5,000,000)25,000,000 at any time outstanding.

0b Liens. The Parent and the Issuer will not, and will not permit any of their Subsidiaries to, createCreate, incur, assume or suffer permit to exist any Lien on any of its assets property or property asset now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (i) Liens securing the RBL Secured ObligationsPermitted Encumbrances; (ii) Excepted Liens; (iii) Liens on any property or asset of the Issuer or any of its Subsidiaries existing on the date hereof Closing Date and set forth on Schedule 7.02; provided that , and extensions or renewals of any such Liens shall that do not apply extend to any other property additional assets or asset increase the amount of the Issuer obligations secured thereby; (iii) any Lien securing indebtedness of a Subsidiary to the Company or another Subsidiary or of the Company to a Subsidiary; provided, that, in the case of any sale or other disposition of such indebtedness by the Company or a Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien not permitted by this Section 7.02(c); (iv) Liens deemed to exist in connection with sale and lease-back transactions permitted under this Agreement; (v) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary; provided, that, (i) such Liens secure only Indebtedness (including Financing Lease Obligations and obligations under conditional sale or other title retention agreements) permitted by Section 7.01(d) and obligations relating thereto not constituting Indebtedness, and (ii) such Liens shall not extend to any other asset of the Company or any Subsidiary (other than the CHAR1\1990274v1 proceeds and products thereof); provided, further, that, in the event purchase money Liens upon or in obligations are owed to any Person with respect to financing of more than one purchase of any fixed or capital assets assets, such Liens may secure all such purchase money obligations and may apply to secure the purchase price or the cost of construction or improvement of all such fixed or capital assets financed by such Person; (vi) any Lien existing on any asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any asset of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the Closing Date prior to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction time such Person becomes a Subsidiary (or improvement of such fixed is so merged or capital assets (including Liens securing any Capital Lease Obligationsconsolidated); provided that provided, that, (i) such Lien secures Indebtedness permitted by Section 7.01(cis not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary (or such merger or consolidation), (ii) such Lien attaches shall not extend to such any other asset concurrently or within ninety (90) days after the acquisition or the completion of the construction Company or improvement thereofany Subsidiary, and (iii) such Lien does shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary (or is so merged or consolidated) and any extensions, renewals and refinancings thereof that do not extend to any other asset, and (iv) increase the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsoutstanding principal amount thereof; (vvii) [reserved]; (vi) extensions, renewals, or replacements sales of any Lien referred accounts receivable and interests therein pursuant to in Sections 7.02(b), 7.02(c) and 7.02(d); provided that the principal amount of the Securitization Transactions constituting Priority Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebypermitted under Section 7.01; and (viiviii) Liens on property not otherwise securing other obligations, including Priority Indebtedness to the extent such Priority Indebtedness is permitted by the foregoing clauses of this under Section 7.027.01; provided that provided, that, the aggregate principal or face amount of all such obligations outstanding at any time, when taken together (and without duplication) with the aggregate principal amount of all Priority Indebtedness secured under this Section 7.02(g) outstanding at such time, shall not exceed five million Dollars the greater of (i) $5,000,000)250,000,000, and (ii) an amount equal to twelve and one-half percent (12.5%) of Consolidated Net Tangible Assets.

0b Liens. The Parent and the Issuer Borrower will not, and will not permit any of their Subsidiaries Restricted Subsidiary to, create, incur, assume or suffer permit to exist any Lien on any of its assets property or property asset now owned (but not leased) or hereafter acquiredacquired (but not leased) by it, except: (i) Liens securing created under the RBL Secured ObligationsLoan Documents; (ii) Excepted LiensPermitted Encumbrances; (iii) Liens on any property or asset of the Issuer or any of its Subsidiaries existing on the date hereof and Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 7.026.02 (unless such Lien is permitted by another clause in this Section 6.02) and any modifications, replacements, renewals or extensions thereof; provided further that such Liens shall modified, replacement, renewal or extension Lien does not apply extend to any additional property other than (1) after-acquired property that is affixed or asset of incorporated into the Issuer property covered by such Lien or any Subsidiaryfinanced by Indebtedness permitted under Section 6.01 and (2) proceeds and products thereof; (iv) 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 ObligationsIndebtedness permitted under Section 6.01(a)(v); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness except for replacements, additions, accessions and improvements to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and customary security deposits and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for replacements, additions, accessions and improvements to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) (i) easements, leases, licenses, subleases or sublicenses granted to others (including licenses and sublicenses of Intellectual Property) that do not (A) interfere in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or (B) secure any Indebtedness and (ii) any interest or title of a lessor or licensee under any lease (including financing statements regarding property subject to lease) or license entered into by the Borrower or any Restricted Subsidiary not in violation of this Agreement; provided that with respect to this clause (ii), such Liens are only in respect of the property subject to, and secure only, the respective lease (and any other lease with the same or an affiliated lessor); (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or any comparable or successor provision, on items in the course of collection; (B) attaching to pooling, commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; or (C) in favor of a banking or other financial institution or entity, or electronic payment service provider, encumbering deposits (including the right of setoff); (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition), or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property or other assets of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Restricted Subsidiary and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property or other assets at the time of its acquisition or existing on the property or other assets of any Person at the time such Person becomes a Restricted Subsidiary, in each case after the Effective Date and any modifications, replacements, renewals or extensions thereof; provided that (A) such Lien secures Indebtedness permitted by Section 7.01(c), (ii) was not created in contemplation of such Lien attaches to such asset concurrently or within ninety (90) days after the acquisition or the completion of the construction or improvement thereofsuch Person becoming a Restricted Subsidiary, and (iiiB) such Lien does not extend to or cover any other assetassets or property (other than any replacements of such property or assets and additions and accessions thereto, the proceeds or products thereof and (iv) the other than after-acquired property subject to a Lien securing Indebtedness secured thereby does and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not exceed the cost of acquiring, constructing or improving be permitted to apply to any property to which such fixed or capital assetsrequirement would not have applied but for such acquisition); (vxii) [reserved]rights of consignors of goods, whether or not perfected by the filing of a financing statement or other registration, recording or filing; (vixiii) extensionsLiens arising out of conditional sale, renewalstitle retention, consignment or replacements similar arrangements for sale or purchase of goods by any Lien referred of the Borrower or any Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in Sections 7.02(bconnection with Investments in repurchase agreements under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens securing Indebtedness permitted under Section 6.01(a)(xix) or 6.01(a)(xx); (xx) Liens on real property other than the Mortgaged Properties; (xxi) Settlement Liens; (xxii) Liens securing Indebtedness permitted under Section 6.01(a)(vii), 7.02(c(viii) and 7.02(dor (xii); (xxiii) Liens securing Indebtedness permitted under Section 6.01(a)(xiii); provided that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited (x) after giving effect to the assets originally encumbered thereby; andincurrence of such Indebtedness on a Pro Forma Basis, the Consolidated Senior Secured Net Leverage Ratio as of such time is less than or equal to 3.75 to 1.00 and (y) such Indebtedness shall be subject to a Customary Intercreditor Agreement; (viixxiv) Liens on property not otherwise cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted by hereunder; (xxv) Receipt of progress payments and advances from customers in the foregoing clauses ordinary course of this Section 7.02business to the extent the same creates a Lien on the related inventory and proceeds thereof; (xxvi) Liens on Equity Interests of any joint venture or Unrestricted Subsidiary (a) securing obligations of such joint venture or Unrestricted Subsidiary or (b) pursuant to the relevant joint venture agreement or arrangement; (xxvii) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business submitted for clearing in accordance with applicable Requirements of Law; provided that the aggregate principal or face outstanding amount of all Indebtedness obligations secured under by Liens existing in reliance on this Section 7.02(gclause (xxvii) shall not exceed five million Dollars $25,000,000; (xxviii) other Liens; provided that at the time of the granting thereof and after giving Pro Forma Effect to any such Lien and the obligations secured thereby (including the use of proceeds thereof) the lesser of (x) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xxviii) and (y) the fair market value of the assets securing such obligations shall not exceed the greater of $5,000,000)167,500,000233,400,000 and 50.0% of Consolidated EBITDA for the Test Period then last ended; (xxix) Liens securing Indebtedness permitted under Section 6.01(a)(xvii) so long as such Liens are subject to a Customary Intercreditor Agreement; (xxx) Liens on accounts receivable, Securitization Assets and related assets incurred in connection with a Qualified Securitization Facility; and (xxxi) Liens in connection with sale-leaseback transactions.

0b Liens. The Parent and the Issuer No Loan Party will not, and will not permit any of their Subsidiaries to, create, incur, assume assume, or suffer permit to exist any Lien on any of its assets property or property asset now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including Accounts) or rights in respect of any thereof, except: (i) Liens securing the RBL Secured Obligationscreated pursuant to any Loan Document; (ii) Excepted LiensPermitted Encumbrances; (iii) Liens any Lien on any property or asset of the Issuer any Borrower or any of its Subsidiaries Subsidiary existing on the date hereof and set forth on in Schedule 7.026.02; provided that (i) such Liens shall Lien does not apply to any other property or asset of the Issuer such Borrower or Subsidiary or any Subsidiaryother Borrower or Subsidiary and (ii) such Lien secures only those obligations that it secures on the Effective Date, and extensions, renewals, and replacements thereof that do not increase the outstanding principal amount thereof; (iv) purchase money Liens upon or in any on fixed or capital assets acquired, constructed, or improved by any Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by Section 6.01(e), (ii) such Liens and the Indebtedness secured thereby are incurred prior to secure or within 90 days after such acquisition or the purchase price completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of construction acquiring, constructing, or improvement of improving such fixed or capital assets, and (iv) such Liens do not apply to any other property or assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed Borrower or capital assets Subsidiary or any other Borrower or Subsidiary; (including Liens securing v) any Capital Lease Obligations)Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition thereof by any Borrower or any Subsidiary or existing on any property or asset (other than Accounts and Inventory) of any Person that becomes a Loan Party after the date hereof prior to the time such Person becomes a Loan Party; provided that (i) such Lien secures Indebtedness permitted by Section 7.01(c)is not created in contemplation of or in connection with such acquisition or such Person becoming a Loan Party, as the case may be, (ii) such Lien attaches does not apply to such asset concurrently any other property or within ninety (90) days after the acquisition or the completion assets of the construction or improvement thereofLoan Party, and (iii) such Lien does not extend to any other assetsecures only those obligations that it secures on the date of such acquisition or the date such Person becomes a Loan Party, as the case may be, and (iv) extensions, renewals, and replacements thereof that do not increase the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (v) [reserved]outstanding principal amount thereof; (vi) extensions, renewals, or replacements Liens of any Lien referred to a collecting bank arising in Sections 7.02(b), 7.02(c) and 7.02(d); provided that the principal amount ordinary course of business under Section 4-208 of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to UCC in effect in the assets originally encumbered thereby; andrelevant jurisdiction covering only the items being collected upon; (vii) Liens on property arising out of Sale and Leaseback Transactions permitted by Section 6.06; (viii) Liens granted by a Subsidiary that is not a Loan Party in favor of any Borrower or another Loan Party in respect of Indebtedness owed by such Subsidiary; (ix) Liens not otherwise permitted by the foregoing clauses of this under clause (a) through clause (g) preceding securing obligations permitted under Section 7.026.01(k); provided that none of the aggregate principal or face amount of all Indebtedness secured Collateral may be subject to any Lien permitted under this clause (i) and (x) Liens that constitute a “security interest” for the purposes of section 17(1)(b) of the PPSA which do not, in substance, secure payment or performance of an obligation. Credit Agreement – Page 88 Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 7.02(g6.02 may at any time attach to any Loan Party’s (y) shall not exceed five million Dollars Accounts, other than those permitted under clause ($5,000,000)a) and clause (d)(ii) of the definition of Permitted Encumbrances and clause (a) preceding and (z) Inventory, other than those permitted under clause (a) and clause (b) of the definition of Permitted Encumbrances and clause (a) preceding.