Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder; (b) any Lien created under the Loan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary (d) Liens for taxes, fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03; (e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03; (f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations; (g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary; (j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding; (k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h); (l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness; (m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility; (n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary; (o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and (p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000.
Appears in 3 contracts
Samples: Credit Agreement (Koll Donald M), Credit Agreement (Cb Richard Ellis Services Inc), Credit Agreement (Cb Richard Ellis Services Inc)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and or any of its Subsidiaries existing on the date hereof and provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 6.027.01; and provided further that such all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED , provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary;
(dc) Liens for taxes, fees, assessments or other governmental charges taxes not yet past due or which are being contested in compliance with Section 5.036.03;
(ed) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.036.03;
(fe) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(gf) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligationscapital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(ih) purchase money security interests in real propertyLiens upon any property acquired, improvements thereto constructed or equipment hereafter acquired (or, in the case of improvements, constructed) improved by the Borrower or any Subsidiary; PROVIDED that (i) Subsidiary which are created or incurred within 360 days of such security interests acquisition, construction or improvement to secure Indebtedness permitted by Section 6.01(d), (ii) or provide for the payment of any part of the purchase price of such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (property or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real propertyconstruction or improvement, improvements or equipment at the time of including carrying costs (but no other amounts), provided that any such acquisition (or construction) and (iv) such security interests do Lien shall not apply to any other property or assets of the Borrower or any Subsidiary;
(i) Liens on the property or assets of any Subsidiary in favor of the Borrower;
(j) extensions, renewals and replacements of Liens arising out referred to in paragraphs (a) through (i) of judgments this Section 7.01, provided that any such extension, renewal or awards replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in respect of which Holdings, an amount not greater than the Borrower or any amount of the Subsidiaries shall in good faith be prosecuting an appeal obligations secured by the Lien extended, renewed or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingreplaced;
(k) Liens any Lien of the type described in clause (c) of the definition of the term “Lien” on assets securities imposed pursuant to an agreement entered into for the sale or disposition of Foreign Subsidiariessuch securities pending the closing of such sale or disposition; provided that (i) such Liens do not extend to, sale or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)disposition is otherwise permitted hereunder;
(l) Liens on investments made by Melody arising in connection with any Permitted Receivables Program (to the Melody Loan Arbitrage Facility extent the sale by the Borrower or the Melody Mortgage Warehousing Facility applicable Subsidiary of its accounts receivable is deemed to secure Indebtedness under give rise to a Lien in favor of the Melody Loan Arbitrage Facility, if purchaser thereof in such investments were acquired by Melody with accounts receivable or the proceeds of such Indebtedness;thereof); and
(m) Liens on commercial mortgage loans originated and owned to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Melody or any Mortgage Banking Subsidiary pursuant to Liens that would not be permitted but for this clause (m), when aggregated with the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset amount of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i7.04(h); PROVIDED that , does not exceed the greater of (i) such Lien was not created in contemplation of $750,000,000 or in connection with such acquisition and (ii) such Lien does not apply 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to any property Section 4.05 or assets of 6.04(a) or (b), as the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000case may be.
Appears in 3 contracts
Samples: Three Year Competitive Revolving Credit Agreement, Five Year Competitive Advance and Revolving Credit Agreement (Raytheon Co/), Credit Facility Agreement (Raytheon Co/)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.026.2; provided provided, that such Liens shall secure only those obligations which they secure on the date hereof and any extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED provided, that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any SubsidiarySubsidiary and (iii) such Lien does not materially interfere with the use, occupancy and operation of any Mortgaged Property;
(d) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.035.3;
(e) carriers'’, landlords’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.035.3;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its SubsidiariesSubsidiaries as currently operated;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided, that (i) such security interests secure Indebtedness permitted by Section 6.01(d)6.1, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 120 days after such acquisition (or construction), and (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any SubsidiarySubsidiary (it being agreed that transactions with the same vendor or any Affiliate of such vendor may be cross-collateralized);
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED provided, that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 10,000,000 at any time outstanding;
(k) Liens on assets any interest or title of Foreign Subsidiaries; provided that a licensor, lessor or sublessor under any license or lease agreement pursuant to which rights are granted to the Borrower or any Subsidiary;
(il) such Liens do licenses, leases or subleases granted by the Borrower or any Subsidiary to third persons in the ordinary course of business not extend to, or encumber, assets which constitute Collateral or interfering in any material respect with the Equity Interests business of the Borrower or any Subsidiary;
(m) Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of customs duties in connection with the Subsidiaries, and importation of goods;
(iin) restrictions imposed in the ordinary course of business on the sale or distribution of designated inventory pursuant to agreements with customers under which such inventory is consigned by the customer or such inventory is designated for sale to one or more customers;
(i) Liens secure only on the assets of a Foreign Subsidiary that is not a Subsidiary Guarantor securing Indebtedness permitted to be incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l6.1(m) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) other Liens on the assets of a Foreign Subsidiary that is not a Subsidiary Guarantor securing Indebtedness by such Lien does not apply Foreign Subsidiary not, in the case of this clause (ii), in excess of $1,000,000;
(p) any interest of a lessor under Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;
(q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;
(r) Liens deemed to exist in connection with investments in repurchase agreements permitted under this Agreement;
(s) Liens that are contractual or statutory setoff rights arising in the ordinary course of business with financial institutions, relating to pooled deposit accounts or sweep accounts of Holdings and its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business or relating to purchase orders or other agreements entered into with customers of Holdings or any property of its Subsidiaries in the ordinary course of business;
(t) Liens solely on any xxxx xxxxxxx money deposits by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Agreement; and
(u) other Liens on the assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory Domestic Subsidiary that do not, individually or common law provision relating to bankers' liensin the aggregate, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of secure obligations (other than Indebtedness) on or encumber property with a fair market value not value) in excess of $2,000,00050,000,000 at any one time.
Appears in 3 contracts
Samples: Credit Agreement (Polypore International, Inc.), Credit Agreement (Polypore International, Inc.), Credit Agreement (Daramic, LLC)
Liens. Create, incur, assume or permit suffer to exist any Lien against or on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) Property now owned or hereafter acquired by it the Borrower or on any income of the Subsidiaries, or revenues permit any of the Subsidiaries so to do, except any one or rights in respect more of any thereof, except:
the following types of Liens: (a) Liens on property in connection with workers’ compensation, unemployment insurance or assets other social security obligations (which phrase shall not be construed to refer to ERISA or the minimum funding obligations under Section 412 of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensionsInternal Revenue Code), renewals and replacements thereof permitted hereunder;
(b) any Lien created under Liens to secure the Loan Documents;
performance of bids, tenders, letters of credit, contracts (other than contracts for the payment of Indebtedness), leases, statutory obligations, surety, customs, appeal, performance and payment bonds and other obligations of like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each such case arising in the ordinary course of business, (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisitionmechanics’, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxesworkmen’s, fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03;
(e) carriers'’, warehousemen's, mechanics'’s, materialmen's’s, repairmen's landlords’ or other like Liens arising in the ordinary course of business and securing with respect to obligations that which are not due and payable or which are being contested in compliance with good faith and by appropriate proceedings diligently conducted, (d) Liens for taxes, assessments, fees or governmental charges the payment of which is not required under Section 5.03;
7.2, (fe) pledges and deposits made in the ordinary course easements, rights of business in compliance with workmen's compensationway, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness)restrictions, leases (other than Capital Lease Obligations)of Property to others, statutory obligationseasements for installations of public utilities, surety title imperfections and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property zoning ordinances and other similar encumbrances incurred affecting Property which in the ordinary course of business which, in the aggregate, are not substantial in amount and aggregate do not materially detract from impair its use for the value of the property subject thereto or interfere with the ordinary conduct operation of the business of the Borrower or any such Subsidiary, (f) Liens on Property of its Subsidiaries;
the Subsidiaries under capital leases and Liens on Property (iincluding on the capital stock or other equity interests) purchase money security interests in real property, improvements thereto or equipment hereafter of the Subsidiaries acquired (orwhether as a result of purchase, in capital lease, merger or other acquisition) and either existing on such Property when acquired, or created contemporaneously with or within 12 months of such acquisition to secure the case payment or financing of improvementsthe purchase price of such Property (including the construction, constructed) by the Borrower development, substantial repair, alteration or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(dimprovement thereof), and any renewals thereof; provided that such Liens attach only to the Property so purchased or acquired (ii) including any such security interests are incurredconstruction, and development, substantial repair, alteration or improvement thereof); provided further that the Indebtedness secured thereby by such Liens is created, within 90 days after such acquisition (or construction)not otherwise prohibited hereunder, (iiig) the Indebtedness secured thereby does not exceed 100% statutory Liens in favor of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply lessors arising in connection with Property leased to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(lh) Liens on investments made by Melody in connection with of attachments, judgments or awards against the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody Borrower or any Mortgage Banking Subsidiary pursuant of the Subsidiaries with respect to which an appeal or proceeding for review shall be pending or a stay of execution or bond shall have been obtained, or which are otherwise being contested in good faith and by appropriate proceedings diligently conducted, and in respect of which adequate reserves shall have been established in accordance with GAAP on the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets books of the Borrower or any other such Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not Liens securing Indebtedness of a dedicated cash collateral account and is not subject Subsidiary to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and another Subsidiary, (iij) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than IndebtednessLiens permitted by any of the foregoing clauses) on property with arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Borrower and its Subsidiaries, taken as a fair market value whole, (k) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute, and (l) additional Liens securing Indebtedness of the Borrower and the Subsidiaries in an aggregate outstanding Consolidated principal amount not in excess exceeding 15% of $2,000,000Net Tangible Assets.
Appears in 3 contracts
Samples: Five Year Credit Agreement (CVS HEALTH Corp), Five Year Credit Agreement (CVS HEALTH Corp), 364 Day Credit Agreement (CVS HEALTH Corp)
Liens. Create, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or assets (including Equity Interests or other securities of any personrevenues, including any Subsidiary) whether now owned or hereafter acquired by acquired; sign or suffer to exist any security agreement authorizing any Person thereunder to file a financing statement; sell any of its property or assets subject to an understanding or agreement (contingent or otherwise) to repurchase such property or assets with recourse to it or on any income of its Restricted Subsidiaries; or revenues assign as security or otherwise transfer as security any accounts or other rights in respect to receive income, other than, as to all of any thereofthe above, except:(each, a “Permitted Lien”):
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided imposed by law for Taxes that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges are not yet due or which are being contested in compliance with Section 5.039.3 (other than clause (a)(iv) of such section);
(eb) carriers'Carriers’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's or ’s and other like Liens imposed by applicable Laws, arising in the ordinary course of business and securing obligations that are not due and payable overdue by more than thirty (30) days or which are being contested in compliance with Section 5.039.3 (other than clause (a)(iv) of such section);
(fc) pledges Pledges and deposits made in the ordinary course of business in compliance with workmen's workers’ compensation, unemployment insurance and other social security laws or regulations;
(g) , other than any Lien imposed by ERISA; provided, however, that Permitted Liens shall not include any pledges or deposits to secure California workers’ compensation self-insurance liabilities of, or originally incurred by, SVU, NAI or any of their current or former Subsidiaries attributable to periods prior to the Original Closing Date.
(d) Pledges and deposits to secure or relating to the performance of bids, trade contracts, government contracts (other than for Indebtedness), and leases (other than Capital Lease ObligationsIndebtedness), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hi) Liens in respect of judgments that would not constitute an Event of Default hereunder, and (ii) notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings that have the effect of preventing the forfeiture or sale of the property or assets subject to such notices and rights and for which adequate reserves have been made to the extent required by GAAP;
(f) (i) Easements, covenants, conditions, restrictions, building code laws, zoning restrictions, easements, rights-of-way, restrictions way and similar encumbrances on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are that do not substantial in amount secure any monetary obligations and do not materially detract from the value of the affected property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower Loan Parties taken as a whole and such other minor title defects or survey matters that are disclosed by current surveys that, in each case, do not materially interfere with the current use of the real property; (ii) mortgages, liens, security interests, restrictions, encumbrances or any other matters of its Subsidiariesrecord that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party (in each case, other than Holdings or any Restricted Subsidiary) on property over which Holdings or any Restricted Subsidiary of Holdings has easement rights or on any leased property with respect to which Holdings or a Restricted Subsidiary is the tenant and subordination or similar arrangements relating thereto and (iii) any condemnation or eminent domain proceedings affecting any real property;
(ig) purchase money security interests in real propertyLiens existing on the Escrow Release Date and listed on Schedule 10.1 and any renewals or extensions thereof, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d)the property covered thereby is not changed, (ii) such security interests are incurred, and the Indebtedness amount secured or benefited thereby is created, within 90 days after such acquisition not increased (or constructionother than as permitted as “Permitted Indebtedness”), (iii) the Indebtedness secured thereby does direct or any contingent obligor with respect thereto is not exceed 100% of the cost of such real propertychanged, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do any renewal or extension of the obligations secured or benefited thereby is otherwise permitted hereunder) (provided that clauses (i) and (iii) shall not apply to Indebtedness incurred to refinance, refund, extend, renew or replace the Existing Safeway Notes);
(h) Liens on fixed or capital assets acquired by any Loan Party securing Indebtedness permitted under Section 10.3(c) so long as such Liens shall not extend to any other property or assets of the Borrower or Loan Parties, other than replacements thereof and additional and accessions to such property and the products and proceeds thereof;
(i) Liens pursuant to any SubsidiaryFinancing Agreements;
(j) Landlords’ and lessors’ Liens arising out of judgments or awards in respect of which Holdingsrent not in default for more than any applicable grace period, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards not to exceed thirty (and any cash and the fair market value of any property subject to such Liens30) does not exceed $7,500,000 at any time outstandingdays;
(k) Possessory Liens on assets in favor of Foreign Subsidiaries; brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the Escrow Release Date and Permitted Investments, provided that such liens (ia) attach only to such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, Investments and (iib) such Liens secure only Indebtedness incurred by obligations arising in connection with the acquisition or disposition of such Foreign Subsidiary pursuant to Section 6.01(h)Investments and not any obligation in connection with margin financing;
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision provisions relating to bankers' banker’s liens, liens in favor of securities intermediaries, rights of set-off setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions and securities intermediaries and other Liens securing cash management services and “bank products” in the ordinary course of business;
(m) Liens arising from precautionary UCC filings regarding “true” operating leases or, to the extent permitted under the Financing Agreement, the consignment of goods to a creditor depository institutionLoan Party or Liens on equipment of the Borrowers and their Subsidiaries granted in the ordinary course of business to a client or supplier at which such equipment is located;
(n) Voluntary Liens on property in existence at the time such property is acquired pursuant to a Permitted Acquisition or other Permitted Investment or on such property of a Restricted Subsidiary of a Loan Party in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition or other Permitted Investment (or otherwise acquisition not prohibited hereunder) or is otherwise merged or consolidated with a Restricted Subsidiary; provided, that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition or other Permitted Investment and do not attach to any other assets of any Loan Party or any Restricted Subsidiary;
(o) Liens in favor of customs and revenues authorities imposed by applicable Laws arising in the ordinary course of business in connection with the importation of goods and securing obligations (i) such deposit account is that are not a dedicated cash collateral account and is not subject to restrictions against access overdue by more than thirty (30) days, or (ii)(A) that are being contested in good faith by appropriate proceedings, (B) the Borrower applicable Loan Party or any Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in excess of those set forth by regulations promulgated by the Board accordance with GAAP and (iiC) such deposit account is not intended by contest effectively suspends collection of the Borrower or contested obligation and enforcement of any Subsidiary to provide collateral to Lien securing such depository institution; andobligation;
(p) Liens consisting of claims under PACA or PASA;
(q) Liens on cash collateral deposited into any escrow account issued in connection with any Acquisition pursuant to customary escrow arrangements reasonably satisfactory to the Agent to the extent such cash collateral represents the proceeds of such financing and additional amounts to pay accrued interest and/or the redemption price of such securities;
(r) Liens securing Permitted Ratio Debt and any Permitted Refinancing thereof;
(s) Liens or rights of setoff against credit balances of Loan Parties or Restricted Subsidiaries with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to such Loan Party or Restricted Subsidiary in the ordinary course of business, but not Liens on or rights of setoff against any other property or assets of Loan Parties or Restricted Subsidiaries to secure the obligations of Loan Parties or Restricted Subsidiaries to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks;
(t) Security interests in investments in purchasing cooperatives permitted by Section 10.2, which are granted to the applicable cooperative to secure obligations of a Loan Party to such cooperative arising in connection with purchases from such cooperative or other customary transactions between such Loan Party and such cooperative;
(u) The security or other interests of MoneyGram in the Trust Funds, which are granted to MoneyGram to secure the obligations of the Loan Parties arising under the MoneyGram Agreement; provided that such security interest of MoneyGram in the Trust Funds is subordinate to that of the Agent and does not extend to any of the property of the Loan Parties other than the Trust Funds;
(v) Liens described in Schedule B of the Mortgage Policies insuring Mortgages (which, for the avoidance of doubt, shall include Liens on Real Property described in Schedule 10.1);
(w) Liens solely on any xxxx xxxxxxx money deposits made by a Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder or consisting of an agreement to sell any property (including liens on assets deemed to arise as a result thereof);
(x) Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” arising in connection with a Qualified Receivables Financing;
(y) Liens on Collateral securing ABL Facility Indebtedness permitted by Section 10.3(t) which Liens shall at all times be subject to the ABL Intercreditor Agreement;
(z) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;
(aa) Deposits made in the ordinary course of business to secure liability to insurance carriers and Liens arising by operation of law or contract on insurance policies and the proceeds thereof to secure premiums thereunder, and Liens, pledges and deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations of (including obligations in respect of obligations letters of credit or bank guarantees for the benefits of) insurance carriers;
(bb) any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses (including software and other than Indebtednesstechnology licenses) entered into by a Borrower or any of its Subsidiaries in the ordinary course of business;
(cc) Liens on property the assets of, and Equity Interests in, Real Estate Financing Loan Parties pursuant to a Qualified Real Estate Financing Facility;
(dd) Liens in favor of any Loan Party;
(ee) Liens incurred by a Restricted Subsidiary that is not a Loan Party securing any Permitted Indebtedness of a Restricted Subsidiary that is not a Loan Party (ff) Liens on the Collateral securing Incremental Equivalent Debt issued pursuant to Section 10.3(u) so long as such Liens are subject to (i) customary intercreditor agreements as Liens securing “Additional Senior Debt” if such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Liens securing the Obligations, or (ii) a fair market value not in excess of $2,000,000.customary intercreditor agreement as Liens securing “Additional Junior Debt” or equivalent term if such Indebtedness is secured by the Collateral on a junior priority basis to the Liens securing the Obligations;
Appears in 3 contracts
Samples: Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (Safeway Stores 42, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)
Liens. Create, incur, assume or permit to exist any Lien on or with respect to any property or assets (including Equity Interests or other securities asset of any personkind of the Borrower or any of its Subsidiaries, including any Subsidiary) whether now owned or hereafter acquired by it or on any income or revenues or rights (and, in respect of any thereofeach case, subject to Section 6.12), except:
(a) (i) Liens on property or assets in favor of the Borrower and its Subsidiaries Collateral Agent for the benefit of the Secured Parties granted pursuant to any Credit Document, (ii) Liens existing on the date hereof Closing Date and set forth in on Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof 6.2(a)(ii) and extensionsany replacements, renewals or extensions thereof and replacements thereof permitted hereunder(iii) Liens securing Permitted First Lien Indebtedness and any Swap Contracts and cash management obligations secured on a pari passu basis with any Permitted First Lien Indebtedness;
(b) each of the following Liens (each, a “Permitted Encumbrance”), excluding any such Lien created under the Loan Documents;imposed by any section of ERISA:
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges not yet due or which are being contested Taxes if the applicable Person is in compliance with Section 5.035.3 with respect thereto;
(eii) statutory or common law Liens of landlords, sub-landlords, carriers', warehousemen's, mechanics', materialmen's, repairmen's , construction contractors or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03business;
(fiii) (A) pledges and or deposits made in the ordinary course of business in compliance connection with workmen's workers’ compensation, unemployment insurance and other social security laws legislation and (B) pledges and deposits in the ordinary course of business securing liability for reimbursement or regulationsindemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Subsidiaries;
(giv) pledges or deposits to secure the performance of bids, trade contracts, utilities, governmental contracts (other than for Indebtedness), and leases (other than Capital Lease ObligationsIndebtedness for borrowed money), statutory or regulatory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;
(hv) zoning restrictionscovenants, conditions, easements, rights-of-way, building codes, restrictions on use of real property (including zoning restrictions), encroachments, licenses, protrusions and other similar encumbrances incurred and minor title defects or survey matters, in each case affecting Real Estate Assets and that do not in the ordinary course of business which, in the aggregate, are not substantial in amount and do not aggregate materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries, taken as a whole, and any exceptions on the Title Policies issued in connection with the Mortgaged Properties;
(vi) Liens (A) 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 in the ordinary course of business or (B) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;
(vii) Liens (A) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions;
(A) any interest or title of a lessor, sub-lessor, licensor or sub-licensor under leases, subleases, licenses or sublicenses entered into by the Borrower or any of its Subsidiaries in the ordinary course of business or not otherwise materially interfering with the Borrower’s or any of its Subsidiaries’ business taken as a whole and (B) non-exclusive licenses, sublicenses, leases or subleases with respect to any assets granted to third Persons in the ordinary course of business or not otherwise materially interfering with the Borrower’s or any of its Subsidiaries’ business taken as a whole;
(iix) purchase money security interests in real propertyLiens arising out of conditional sale, improvements thereto title retention, consignment or equipment hereafter acquired (or, in the case similar arrangements for sale of improvements, constructed) goods entered into by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness of its Subsidiaries in the ordinary course of business permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiarythis Agreement;
(jx) Liens arising out 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 judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings business and not for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingspeculative purposes;
(kxi) Liens on assets that are contractual, statutory or common law provision relating to banker’s liens, rights of Foreign Subsidiaries; provided that set-off, rights of pledge or similar rights and remedies (iA) such Liens do not extend torelating to the establishment of depository relations with banks or other deposit-taking financial institutions or investment or securities accounts, (B) relating to pooled deposit or encumber, assets which constitute Collateral or the Equity Interests sweep accounts of the Borrower or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the Subsidiariesordinary course of business of the Borrower or any of its Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Subsidiaries in the ordinary course of business;
(xii) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement in connection with any Investment permitted hereunder;
(xiii) ground leases in respect of Real Estate Assets on which facilities owned or leased by the Borrower or any of its Subsidiaries are located;
(xiv) (A) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (iiB) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries, taken as a whole;
(xv) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings;
(xvi) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(xvii) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;
(xviii) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or its Subsidiaries to secure the performance of the Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises;
(xix) in the case of any non-wholly owned Subsidiary, any put and call arrangements or restrictions on disposition related to its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement;
(xx) Liens secure only Indebtedness incurred arising by operation of law in the United States under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods;
(xxi) Liens disclosed as an exception to a Title Policy;
(xxii) Liens deemed to exist in connection with repurchase agreements, reverse repurchase agreements, securities lending and borrowing agreements and similar transactions;
(xxiii) Liens on amounts deposited as “security deposits” (or their equivalent) in the ordinary course of business in connection with actions or transactions not prohibited by this Agreement;
(xxiv) Liens on cash and Cash Equivalents securing obligations under master netting agreements and other Swap Contracts permitted hereunder;
(xxv) Liens encumbering property or assets under construction (and proceeds or products thereof) arising from progress or partial payments by a customer of the Borrower or its Subsidiaries relating to such Foreign Subsidiary pursuant to property or assets;
(c) Liens securing judgments or orders for the payment of money not constituting an Event of Default under Section 6.01(h8.1(h);
(ld) Liens on investments made by Melody in connection with securing Indebtedness permitted pursuant to Section 6.1(j); provided, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the Melody Loan Arbitrage Facility assets subject to such Capital Leases or the Melody Mortgage Warehousing Facility to secure Purchase Money Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with and the proceeds of such Indebtednessand products thereof and customary security deposits;
(me) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property at the time of its acquisition or asset existing on the property of any person that exists Person at the time such person Person becomes a Subsidiary or otherwise securing Indebtedness acquired or assumed by the Borrower or any Subsidiary and that secured Indebtedness permitted by Section 6.01(i)any replacements, renewals or extensions thereof; PROVIDED that provided, (i) such Lien was not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary and (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds, products and accessions thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition);
(f) subject to the Conforming Principles, Liens securing obligations (other than Indebtedness for borrowed money) of the Borrower or its Subsidiaries in an aggregate amount for all such Persons not to exceed at any time $50,000,000 outstanding;
(g) Liens (i) in favor of the Borrower or a Subsidiary on assets of a Subsidiary that is not a Credit Party securing permitted intercompany Indebtedness and (ii) in favor of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue Guarantor; provided that any Lien made in favor of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board Guarantor shall constitute Collateral;
(h) Liens securing any Indebtedness under Section 6.1(r) and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutionPermitted Refinancings thereof; and
(pi) other Liens securing any Indebtedness under Section 6.1(s); provided that, to the extent any such Liens are on assets not constituting Collateral, such assets are included in respect the Collateral substantially concurrently with the incurrence of obligations (other than such Indebtedness) on property with a fair market value not in excess of $2,000,000.
Appears in 2 contracts
Samples: Second Lien Credit and Guaranty Agreement (Airbnb, Inc.), Second Lien Credit and Guaranty Agreement (Airbnb, Inc.)
Liens. CreateNo Borrower or any Subsidiary of a Borrower shall at any time create, incur, assume or permit suffer to exist any Lien on any property of its assets or assets property, tangible or intangible (including Equity Interests capital stock or other securities equity interests of a Borrower or any personSubsidiary of a Borrower), including any Subsidiary) now owned or hereafter acquired by it acquired, or on any income or revenues or rights in respect of any thereofagree to become liable to do so, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof Closing Date and set forth described in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder6.01 to this Agreement;
(b) any Lien created under Liens in favor of the Loan DocumentsBank;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (iLiens securing Indebtedness permitted under Section 6.02(b) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiaryhereof;
(d) Liens for arising from taxes, feesassessments, assessments charges, levies or other governmental charges claims described in Section 5.05 hereof that are not yet due or which are being contested in compliance with Section 5.03due;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's pledges or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's under worker’s compensation, unemployment insurance and other social security laws laws, or regulations;
(g) deposits in connection with or to secure the performance of bids, trade tenders, contracts (other than for Indebtedness), the repayment of borrowed money) or leases (other than Capital Lease Obligations), or to secure statutory obligations, surety and or appeal bonds, performance bonds and or other obligations pledges or deposits of a like nature incurred used in the ordinary course of business;
(hf) any unfiled materialmen’s, mechanic’s, workmen’s, and repairmen’s Liens arising in the ordinary course of business in respect of obligations that are not overdue (provided, that if such a Lien shall be perfected, it shall be discharged of record immediately by payment, bond or otherwise);
(g) Capitalized Lease Obligations or Purchase Money Security Interests to secure Indebtedness permitted under Section 6.02(d); provided, however, that such Liens shall be limited solely to the equipment purchased with the proceeds of such Indebtedness;
(A) Encumbrances consisting of zoning restrictions, easements, rights-of-way, or other restrictions on the use of real property, (B) defects in title to real property, and (C) Liens, encumbrances and title defects affecting real property not known by the Loan Parties or any Subsidiary of a Loan Party, as applicable, and not discoverable by a search of the public records, none of which materially impairs the use of such property;
(A) Liens on assets of a Person which is merged into or acquired by a Borrower or a Subsidiary of a Borrower on or after the date of this Agreement, and (B) Liens on assets acquired after the date of this Agreement; provided that (x) such Liens existed at the time of such merger or acquisition and were not created in anticipation thereof, (y) no such Lien spreads to cover any property or assets of the Borrowers or any Subsidiary of the Borrowers; and (z) the principal amount of Indebtedness secured thereby is not increased from the amount outstanding immediately prior to such merger or acquisition;
(j) Liens created by or resulting from any litigation or legal proceedings which are currently being contested in good faith by appropriate and lawful proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made and Liens arising out of judgments or orders for the payment of money which do not constitute an Event of Default hereunder;
(k) Other Liens incidental to the conduct of the Borrowers’ or any Subsidiary’s business or the ownership of its property and other similar encumbrances assets which were not incurred in connection with the ordinary course borrowing of business whichmoney or the obtaining of advances or credit, and which do not in the aggregate, are not substantial in amount and do not aggregate materially detract from the value of the Borrowers’ or any Subsidiaries’ property subject thereto or interfere with assets or which do not materially impair the ordinary conduct use thereof in the operation of the business Borrowers’ business;
(l) Leases or subleases not otherwise prohibited by this Agreement; provided, however, except as set forth in items (a) through (j) of this Section 6.01 no Borrower shall permit or authorize Liens on any of the Borrower Borrowers’ or any of its Subsidiaries;
(i) purchase money security interests ’ properties, except in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% favor of the cost of such real property, improvements or equipment at Bank for the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets benefit of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedingsBank; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;and
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking securing Indebtedness of a non-domestic Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person which Indebtedness is permitted hereunder; provided that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or encumbers only the assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) Subsidiary incurring such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000.
Appears in 2 contracts
Samples: Loan Agreement (Mastech Holdings, Inc.), Loan Agreement (Mastech Holdings, Inc.)
Liens. CreateBorrower shall not create, incur, assume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Lien on upon any property real or personal property, fixtures, revenues or other assets whatsoever (including Equity Interests or other securities of any personthe Collateral), including any Subsidiary) whether now owned or hereafter acquired by it acquired, of Borrower or on any income or revenues or rights in respect of any thereofits Subsidiaries, except:
(a) Liens on property or assets securing the indebtedness and other obligations of Borrower pursuant to this Agreement, the Borrower Note and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderother Loan Documents;
(b) any Lien created under the Loan DocumentsLiens described on SCHEDULE 3.9;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments taxes not delinquent or other governmental charges not yet due or which that are being contested in compliance good faith and by appropriate actions and for which adequate reserves in accordance with Section 5.03GAAP have been established on the books of Borrower or such Subsidiary;
(ed) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable overdue for a period of more than thirty (30) days, or if overdue for more than thirty (30) days, (1) which are being contested in compliance good faith and by appropriate proceedings, (2) for which adequate reserves in accordance with Section 5.03GAAP have been established on the books of Borrower or such Subsidiary; and (3) with respect to which the obligations secured thereby are not material;
(e) pledges or deposits in connection with workers' compensation insurance, unemployment insurance and like matters;
(f) pledges and deposits made Liens securing Purchase Money Debt or Indebtedness arising under Capitalized Leases; PROVIDED, HOWEVER, that in each case any such Lien attaches only to the ordinary course specific item(s) of business in compliance property or asset(s) acquired or financed with workmen's compensation, unemployment insurance and other social security laws or regulationsthe proceeds of the corresponding Indebtedness;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases (other than Capital Lease Obligations)leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictionseasements, easementsreservations, exceptions, rights-of-way, covenants, conditions, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business whichthat, in the aggregate, are not substantial in amount amount, and that do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the by Borrower or any of its Subsidiariessuch Subsidiary;
(i) purchase money security interests Liens of lessors under or in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiaryconnection with Operating Leases; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;and
(j) Other non-consensual Liens arising out of judgments or awards in respect not securing Indebtedness, the existence of which Holdingsin the aggregate cannot reasonably be expected to have a Material Adverse Effect, the PROVIDED that any Lien permitted by this clause (j) is permitted only for so long as is reasonably necessary for Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal affected Subsidiary, using its best efforts, to remove or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending eliminate such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000Lien.
Appears in 2 contracts
Samples: Loan Agreement (Find SVP Inc), Loan Agreement (Find SVP Inc)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its the Subsidiaries existing on the date hereof and and, in the case of liens securing obligations in excess of $2,000,000 on the date hereof, set forth in Schedule 6.02; provided that such Liens (i) shall not apply to any other property or asset of the Borrower or any Subsidiary not subject to such lien as of the Effective Date and (ii) shall secure only those obligations which they secure on the date hereof and and, other than in the case of judgments, extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents[intentionally omitted];
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges or claims that are not yet due and payable or which are being contested in compliance with Section 5.03good faith by appropriate proceedings diligently conducted;
(ed) statutory Liens of banks (and rights of set-off) landlords and carriers', warehousemen's, mechanics', materialmen's, repairmen's , workmen; or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03good faith by appropriate proceedings diligently conducted;
(fe) Liens, pledges and or deposits made in the ordinary course of business in compliance connection with workmen's workers’ compensation, unemployment insurance and other social security laws or regulations;
(gf) Liens, pledges or deposits to secure the performance of tenders, bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, government contracts, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hg) easements, zoning restrictions, easements, rights-of-way, restrictions on use of real property encroachments, restrictions, minor defects or irregularities in title and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary;
(h) Liens securing judgments, decrees or attachments (or appeal or other surety bonds relating to such judgments), provided that no such judgment constitutes an Event of its SubsidiariesDefault under clause (i) of Section 7.01 or Liens securing appeal or surety bonds related thereto;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired Liens securing Indebtedness permitted pursuant to clause (or, in the case e) of improvements, constructed) by the Borrower or any SubsidiarySection 6.01; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iiiii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iviii) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments any Lien existing on any property or awards in respect of which Holdings, asset prior to the acquisition thereof by the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal Subsidiary or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at becomes a Subsidiary, or is merged with, or consolidated into, the Borrower or any Subsidiary, after the date hereof prior to the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i)Subsidiary, or is merged with or consolidated into the Borrower or any Subsidiary; PROVIDED provided that (i) such Lien was is not created in contemplation of of, or in connection with with, such acquisition and or such person becoming a Subsidiary, or being merged with or consolidated into the Borrower or any Subsidiary, as the case may be, (ii) such Lien does not apply to any other property or assets asset of the Borrower or any Subsidiary and (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such person becomes a Subsidiary, or is merged with or consolidated into the Borrower or any Subsidiary, as the case may be, and extensions, renewals and replacements thereof permitted by this Agreement;
(k) licenses, leases or subleases and other intellectual property rights granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary;
(ol) any interest or title of a lessor or sublessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(n) Liens of a collection bank arising solely by virtue in the ordinary course of any statutory or common law provision relating to bankers' liens, rights business under Section 4-210 of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary UCC in excess of those set forth by regulations promulgated by effect in the Board and (ii) such deposit account is not intended by relevant jurisdiction covering only the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000.items being collected upon;
Appears in 2 contracts
Samples: Credit Agreement (Wellcare Health Plans, Inc.), Credit Agreement (Wellcare Health Plans, Inc.)
Liens. Create, incur, assume or permit suffer to exist any Lien on upon any property or assets (including Equity Interests or other securities of any personits property, including any Subsidiary) whether now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofacquired, except:
(a) Liens on property for taxes, assessments, charges or assets of the Borrower and its Subsidiaries existing other governmental levies not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the date hereof and set forth books of Mentor or its Subsidiaries, as the case may be, in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderconformity with GAAP;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03;
(e) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due overdue for a period of more than 60 days or that are bonded off and payable or which are being contested in compliance with Section 5.03good faith by appropriate proceedings;
(fc) pledges and or deposits made in the ordinary course of business in compliance connection with workmen's workers’ compensation, unemployment insurance and other social security laws legislation and deposits securing liability insurance carriers under insurance or regulationsself insurance arrangements;
(gd) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases (other than Capital Lease Obligations)leases, statutory obligations, contractual or warranty obligation, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(he) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business whichthat, in the aggregate, are not substantial in amount and do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower Mentor or any of its Subsidiaries;
(if) purchase money security interests Liens in existence on the date hereof listed on Schedule 7.03(f), securing Indebtedness permitted by Section 7.02(d), provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of Mentor or any of its Subsidiaries incurred pursuant to Section 7.02(e) solely to finance the acquisition or construction of new equipment, fixed assets or real property or the refinancing of real property, improvements thereto or equipment hereafter acquired (orprovided that, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d)Liens shall be created (other than in connection with real property refinancings) within 90 days after the acquisition of such new equipment, fixed assets or real property and (ii) such security interests are incurredLiens do not at any time encumber any property other than the equipment, fixed assets or real property financed by such Indebtedness;
(h) Liens created pursuant to the Mortgages;
(i) contractual or statutory Liens of landlords and the Indebtedness secured thereby is created, within 90 days after such acquisition Liens of suppliers (or construction), (iii) the Indebtedness secured thereby does not exceed 100% including sellers of the cost of such real property, improvements or equipment at the time of such acquisition (or constructiongoods) and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business;
(ivj) rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions whether arising by contract or operation of law, incurred in the ordinary course of business so long as such security interests do deposits are not apply intended to be collateral for any other obligations;
(k) Liens attaching solely to xxxx xxxxxxx money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Acquisition;
(l) Liens arising from precautionary UCC financing statements regarding operating leases not constituting Indebtedness or consignments;
(m) Liens securing Indebtedness permitted hereunder on property or assets acquired pursuant to a Permitted Acquisition or permitted Investment, or on property or assets of a Subsidiary of Mentor in existence at the Borrower time such Subsidiary is acquired pursuant to a Permitted Acquisition or permitted Investment, provided that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition or permitted Investment and do not attach to any other asset of Mentor or any Subsidiaryof its Subsidiaries;
(jn) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(o) Liens encumbering customary initial deposits and margin deposits, and similar Liens and margin deposits, and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business;
(p) Liens incurred in connection with the purchase or shipping of goods or assets on the related goods or assets and proceeds thereof in favor of the seller or shipper of such goods or assets;
(q) Liens in favor of customs and revenues authorities which secure payment of customs duties in connection with the importation of goods;
(r) Liens arising out of judgments or awards in respect not constituting an Event of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Default under Section 6.01(h8.01(h);
(ls) Liens on investments made by Melody any interest or title of a licensor, sublicensor, lessor or sublessor under any license or lease agreement in connection the ordinary course of business not interfering with the Melody Loan Arbitrage Facility business of Mentor or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds any of such Indebtednessits Subsidiaries;
(mt) Liens on commercial mortgage loans originated and owned by Melody licenses, sublicenses, leases or subleases granted to third Persons in the ordinary course of business not interfering in any material respect with the business of Mentor or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facilityof its Subsidiaries;
(nu) Liens which arise under Article 4 of the UCC on items in collection and documents and proceeds related thereto;
(v) Liens incurred in the ordinary course of business of Mentor or any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness not otherwise permitted by this Section 6.01(i); PROVIDED that so long as neither (i) such Lien was not created in contemplation the aggregate outstanding principal amount of or in connection with such acquisition and the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien does not apply to any property or assets is incurred) of the Borrower or assets subject thereto exceeds (as to Mentor and all Subsidiaries) $5,000,000 at any other Subsidiaryone time;
(ow) any escrow arrangement in respect of the obligations of Holdings and its Subsidiaries under the Magellan Note Documents, so long as the funds funded into escrow do not exceed the amount outstanding under the Magellan Seller Notes plus interest expected to accrue thereon during a period not to exceed two years; and
(x) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institutionsecuring the obligations under the Syndicated Credit Agreement; provided, that (i) such deposit account is Liens shall not a dedicated cash collateral account and is not subject to restrictions against access by encumber any of the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000Mortgaged Properties.
Appears in 2 contracts
Samples: Term Loan Agreement (Rem Arrowhead, Inc.), Term Loan Agreement (Rem Consulting of Ohio, Inc.)
Liens. Create, incur, assume or permit to exist No Loan Party will create any Lien on upon or with respect to any property of its properties, or assets (including Equity Interests assign any right to receive income, in each case to secure or other securities provide for the payment of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect debt of any thereofPerson, exceptother than:
(ai) purchase money liens or purchase money security interests upon or in any property acquired by such Loan Party in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property;
(ii) Liens existing on property or assets acquired by any Loan Party at the time of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; acquisition, provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired;
(iii) Liens securing Funded Debt recourse for which is limited to specific assets of such Loan Party, created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens;
(iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) of this Section 6.15 upon or in connection with such acquisitionthe same property theretofore subject thereto or the replacement, and extension or renewal (iiwithout increase in the amount or change in the direct or indirect obligor) such Lien does not apply to any other property or assets of the Borrower indebtedness secured thereby;
(v) Liens upon or any Subsidiarywith respect to margin stock;
(vi) (a) deposits or pledges to secure payment of workers' compensation, unemployment insurance, old age pensions or other social security; (b) deposits or pledges to secure performance of bids, tenders, contracts (other than contracts for the payment of money) or leases, public or statutory obligations, surety or appeal bonds or other deposits or pledges for purposes of like general nature in the ordinary course of business; (c) Liens for property taxes not delinquent and Liens for taxes which in good faith are being contested or litigated and, to the extent that a Loan Party deems necessary, such Loan Party shall have set aside on its books adequate reserves with respect thereto; (d) Liens for taxesmechanics', fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03;
(e) carriers', warehousemen's, mechanics', materialmenworkmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that which are not due and payable overdue for a period of sixty (60) days or more or which are in good faith being contested or litigated and, to the extent that a Loan Party deems necessary, such Loan Party shall have set aside on its books adequate reserves with respect thereto; and (e) other matters described in compliance with Section 5.03Schedule 5.03 (the “Permitted Liens”);
(fvii) pledges and deposits made in Liens created by the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;Loan Documents; and
(gviii) deposits To the extent constituting liens, the rights of the parties to secure the performance Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from OpCo and the Borrowers.
(ix) In the case of bidsOpCo and US Holdings, trade contracts any other Liens or security interests (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred Liens or security interests described in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
clauses (i) purchase money through (vii) of this Section 6.15), if the aggregate principal amount of the indebtedness secured by all such Liens and security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Lienswithout duplication) does not exceed $7,500,000 in the aggregate US$5,000,000 at any one time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) of this Section 6.15, inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens do not extend to, and (y) in no event shall OpCo create or encumber, assets which constitute Collateral or suffer to exist any Lien on the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000Canadian Holdings.
Appears in 2 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (NextEra Energy Partners, LP)
Liens. CreateThe Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any of its property or assets (including Equity Interests stock or other securities of any personPerson, including any Restricted Subsidiary) now owned or hereafter acquired by it or them or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Restricted Subsidiaries existing on the date hereof and set forth in Schedule 6.026.02 hereto; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any SubsidiaryRestricted Subsidiary of the Borrower; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any SubsidiaryRestricted Subsidiary of the Borrower;
(dc) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.035.03 hereof;
(ed) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.035.03 hereof, which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries;
(fe) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws Laws or regulations;
(gf) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of or business;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries;; and
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(kh) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests Restricted Subsidiaries of the Borrower or any securing Indebtedness of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets Restricted Subsidiaries of the Borrower or any other Subsidiary;
(othat is permitted to be incurred by Section 6.01(d) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000hereof.
Appears in 2 contracts
Samples: Credit Agreement (On Command Corp), Credit Agreement (On Command Corp)
Liens. Create, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or assets (including Equity Interests or other securities of any personrevenues, including any Subsidiary) whether now owned or hereafter acquired by acquired; sign or suffer to exist any security agreement authorizing any Person thereunder to file a financing statement; sell any of its property or assets subject to an understanding or agreement (contingent or otherwise) to repurchase such property or assets with recourse to it or on any income of its Restricted Subsidiaries; or revenues assign as security or otherwise transfer as security any accounts or other rights in respect to receive income, other than, as to all of any thereofthe above, except:(each, a “Permitted Lien”):
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided imposed by law for Taxes that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges are not yet due or which are being contested in compliance with Section 5.039.3 (other than clause (a)(iv) of such section);
(eb) carriers'Carriers’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's or ’s and other like Liens imposed by applicable Laws, arising in the ordinary course of business and securing obligations that are not due and payable overdue by more than thirty (30) days or which are being contested in compliance with Section 5.039.3 (other than clause (a)(iv) of such section);
(fc) pledges Pledges and deposits made in the ordinary course of business in compliance with workmen's workers’ compensation, unemployment insurance and other social security laws or regulations;
(g) , other than any Lien imposed by ERISA; provided, however, that Permitted Liens shall not include any pledges or deposits to secure California workers’ compensation self-insurance liabilities of, or originally incurred by, SVU, NAI or any of their current or former Subsidiaries attributable to periods prior to the Original Closing Date.
(d) Pledges and deposits to secure or relating to the performance of bids, trade contracts, government contracts (other than for Indebtedness), and leases (other than Capital Lease ObligationsIndebtedness), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hi) Liens in respect of judgments that would not constitute an Event of Default hereunder, and (ii) notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings that have the effect of preventing the forfeiture or sale of the property or assets subject to such notices and rights and for which adequate reserves have been made to the extent required by GAAP;
(i) Easements, covenants, conditions, restrictions, building code laws, zoning restrictions, easements, rights-of-way, restrictions way and similar encumbrances on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are that do not substantial in amount secure any monetary obligations and do not materially detract from the value of the affected property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower Loan Parties taken as a whole and such other minor title defects or survey matters that are disclosed by current surveys that, in each case, do not materially interfere with the current use of the real property; (ii) mortgages, liens, security interests, restrictions, encumbrances or any other matters of its Subsidiariesrecord that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party (in each case, other than Holdings or any Restricted Subsidiary) on property over which Holdings or any Restricted Subsidiary of Holdings has easement rights or on any leased property with respect to which Holdings or a Restricted Subsidiary is the tenant and subordination or similar arrangements relating thereto and (iii) any condemnation or eminent domain proceedings affecting any real property;
(ig) purchase money security interests in real propertyLiens existing on the Escrow Release Date and listed on Schedule 10.1 and any renewals or extensions thereof, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d)the property covered thereby is not changed, (ii) such security interests are incurred, and the Indebtedness amount secured or benefited thereby is created, within 90 days after such acquisition not increased (or constructionother than as permitted as “Permitted Indebtedness”), (iii) the Indebtedness secured thereby does direct or any contingent obligor with respect thereto is not exceed 100% of the cost of such real propertychanged, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do any renewal or extension of the obligations secured or benefited thereby is otherwise permitted hereunder) (provided that clauses (i) and (iii) shall not apply to Indebtedness incurred to refinance, refund, extend, renew or replace the Existing Safeway Notes);
(h) Liens on fixed or capital assets acquired by any Loan Party securing Indebtedness permitted under Section 10.3(c) so long as such Liens shall not extend to any other property or assets of the Borrower or Loan Parties, other than replacements thereof and additional and accessions to such property and the products and proceeds thereof;
(i) Liens pursuant to any SubsidiaryFinancing Agreements;
(j) Landlords’ and lessors’ Liens arising out of judgments or awards in respect of which Holdingsrent not in default for more than any applicable grace period, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards not to exceed thirty (and any cash and the fair market value of any property subject to such Liens30) does not exceed $7,500,000 at any time outstandingdays;
(k) Possessory Liens on assets in favor of Foreign Subsidiaries; brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the Escrow Release Date and Permitted Investments, provided that such liens (ia) attach only to such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, Investments and (iib) such Liens secure only Indebtedness incurred by obligations arising in connection with the acquisition or disposition of such Foreign Subsidiary pursuant to Section 6.01(h)Investments and not any obligation in connection with margin financing;
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision provisions relating to bankers' banker’s liens, liens in favor of securities intermediaries, rights of set-off setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions and securities intermediaries and other Liens securing cash management services and “bank products” in the ordinary course of business;
(m) Liens arising from precautionary UCC filings regarding “true” operating leases or, to the extent permitted under the Financing Agreement, the consignment of goods to a creditor depository institutionLoan Party or Liens on equipment of the Borrowers and their Subsidiaries granted in the ordinary course of business to a client or supplier at which such equipment is located;
(n) Voluntary Liens on property in existence at the time such property is acquired pursuant to a Permitted Acquisition or other Permitted Investment or on such property of a Restricted Subsidiary of a Loan Party in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition or other Permitted Investment (or otherwise acquisition not prohibited hereunder) or is otherwise merged or consolidated with a Restricted Subsidiary; provided, that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition or other Permitted Investment and do not attach to any other assets of any Loan Party or any Restricted Subsidiary;
(o) Liens in favor of customs and revenues authorities imposed by applicable Laws arising in the ordinary course of business in connection with the importation of goods and securing obligations (i) such deposit account is that are not a dedicated cash collateral account and is not subject to restrictions against access overdue by more than thirty (30) days, or (ii)(A) that are being contested in good faith by appropriate proceedings, (B) the Borrower applicable Loan Party or any Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in excess of those set forth by regulations promulgated by the Board accordance with GAAP and (iiC) such deposit account is not intended by contest effectively suspends collection of the Borrower or contested obligation and enforcement of any Subsidiary to provide collateral to Lien securing such depository institution; andobligation;
(p) Liens consisting of claims under PACA or PASA;
(q) Liens on cash collateral deposited into any escrow account issued in connection with any Acquisition pursuant to customary escrow arrangements reasonably satisfactory to the Agent to the extent such cash collateral represents the proceeds of such financing and additional amounts to pay accrued interest and/or the redemption price of such securities;
(r) Liens securing Permitted Ratio Debt and any Permitted Refinancing thereof;
(s) Liens or rights of setoff against credit balances of Loan Parties or Restricted Subsidiaries with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to such Loan Party or Restricted Subsidiary in the ordinary course of business, but not Liens on or rights of setoff against any other property or assets of Loan Parties or Restricted Subsidiaries to secure the obligations of Loan Parties or Restricted Subsidiaries to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks;
(t) Security interests in investments in purchasing cooperatives permitted by Section 10.2, which are granted to the applicable cooperative to secure obligations of a Loan Party to such cooperative arising in connection with purchases from such cooperative or other customary transactions between such Loan Party and such cooperative;
(u) The security or other interests of MoneyGram in the Trust Funds, which are granted to MoneyGram to secure the obligations of the Loan Parties arising under the MoneyGram Agreement; provided that such security interest of MoneyGram in the Trust Funds is subordinate to that of the Agent and does not extend to any of the property of the Loan Parties other than the Trust Funds;
(v) Liens described in Schedule B of the Mortgage Policies insuring Mortgages (which, for the avoidance of doubt, shall include Liens on Real Property described in Schedule 10.1);
(w) Liens solely on any xxxx xxxxxxx money deposits made by a Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder or consisting of an agreement to sell any property (including liens on assets deemed to arise as a result thereof);
(x) Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” arising in connection with a Qualified Receivables Financing;
(y) Liens on Collateral securing ABL Facility Indebtedness permitted by Section 10.3(t) which Liens shall at all times be subject to the ABL Intercreditor Agreement;
(z) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;
(aa) Deposits made in the ordinary course of business to secure liability to insurance carriers and Liens arising by operation of law or contract on insurance policies and the proceeds thereof to secure premiums thereunder, and Liens, pledges and deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations of (including obligations in respect of obligations letters of credit or bank guarantees for the benefits of) insurance carriers;
(bb) any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses (including software and other than Indebtednesstechnology licenses) entered into by a Borrower or any of its Subsidiaries in the ordinary course of business;
(cc) Liens on property the assets of, and Equity Interests in, Real Estate Financing Loan Parties pursuant to a Qualified Real Estate Financing Facility;
(dd) Liens in favor of any Loan Party;
(ee) Liens incurred by a Restricted Subsidiary that is not a Loan Party securing any Permitted Indebtedness of a Restricted Subsidiary that is not a Loan Party (ff) Liens on the Collateral securing Incremental Equivalent Debt issued pursuant to Section 10.3(u) so long as such Liens are subject to (i) customary intercreditor agreements as Liens securing “Additional Senior Debt” if such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Liens securing the Obligations, or (ii) a fair market value not in excess of $2,000,000.customary intercreditor agreement as Liens securing “Additional Junior Debt” or equivalent term if such Indebtedness is secured by the Collateral on a junior priority basis to the Liens securing the Obligations;
Appears in 2 contracts
Samples: Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (SSI - AK Holdings, Inc.)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and or any of its Subsidiaries existing on the date hereof and provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 6.027.01; and provided further that such all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED , provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary;
(dc) Liens for taxes, fees, assessments or other governmental charges taxes not yet past due or which are being contested in compliance with Section 5.036.03;
(ed) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.036.03;
(fe) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(gf) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligationscapital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(ih) purchase money security interests in real propertyLiens upon any property acquired, improvements thereto constructed or equipment hereafter acquired (or, in the case of improvements, constructed) improved by the Borrower or any Subsidiary; PROVIDED that (i) Subsidiary which are created or incurred within 360 days of such security interests acquisition, construction or improvement to secure Indebtedness permitted by Section 6.01(d), (ii) or provide for the payment of any part of the purchase price of such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (property or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real propertyconstruction or improvement, improvements or equipment at the time of including carrying costs (but no other amounts), provided that any such acquisition (or construction) and (iv) such security interests do Lien shall not apply to any other property or assets of the Borrower or any Subsidiary;
(i) Liens on the property or assets of any Subsidiary in favor of the Borrower or another Subsidiary of the Borrower;
(j) Liens arising out constituting bankers’ liens on moneys of judgments or awards in respect of which Holdings, the Borrower or any a Subsidiary deposited in the ordinary course of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingbusiness;
(k) Liens on assets cash collateral deposited in accordance with the terms of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)this Agreement;
(l) extensions, renewals and replacements of Liens on investments made referred to in paragraphs (a) through (k) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by Melody the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in connection with an amount not greater than the Melody Loan Arbitrage Facility amount of the obligations secured by the Lien extended, renewed or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtednessreplaced;
(m) Liens any Lien of the type described in clause (c) of the definition of the term “Lien” on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary securities imposed pursuant to an agreement entered into for the Melody Mortgage Warehousing Facilitysale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or Liens arising in connection with such acquisition (x) sales of accounts receivable in the ordinary course of business and (iiy) such Lien does not apply any Permitted Receivables Program (in each case to any property or assets of the extent the sale by the Borrower or any other Subsidiary;the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts secure Indebtedness or other funds maintained obligations if, immediately after the grant thereof, the aggregate amount of all Indebtedness and other obligations secured by Liens that would not be permitted but for this clause (o), when aggregated with a creditor depository institution; providedthe amount of Indebtedness permitted by Section 7.04(h) (but without duplication if such Liens secure such Indebtedness), that does not exceed the greater of (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower $1,000,000,000 or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by 15% of Consolidated Net Tangible Assets as shown on the Borrower most recent consolidated balance sheet delivered pursuant to Section 4.05 or any Subsidiary to provide collateral to such depository institution; and
6.04(a) or (p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000b), as the case may be.
Appears in 2 contracts
Samples: Competitive Advance and Revolving Credit Agreement (Raytheon Co/), Five Year Competitive Advance and Revolving Credit Agreement (Raytheon Co/)
Liens. CreateBorrower shall not create, incur, assume or permit to exist any Lien lien on any property or assets (including Equity Interests stock or other securities of Borrower or any person, including any Subsidiaryof its Subsidiaries) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; 3.14 attached hereto, provided that such Liens liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien lien created under the Loan Documents;
(c) any Lien lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) of its Subsidiaries, provided that
1. such Lien lien is not created in contemplation of or in connection with such acquisition, and (ii) acquisition and
2. such Lien lien does not apply to any other property or assets of the Borrower or any Subsidiaryof its Subsidiaries;
(d) Liens liens for taxes, fees, assessments or other and governmental charges not yet due or which are being contested in compliance with Section 5.03charges;
(e) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, landlord’s or other like Liens liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03payable;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtednessindebtedness), leases (other than Capital Lease Obligations)leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, licenses, covenants, conditions, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business whichand minor irregularities of title that, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED of its subsidiaries, provided that (i) 1. such security interests secure Indebtedness indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000.this Agreement,
Appears in 2 contracts
Samples: Bridge Loan Agreement (Cahaba Pharmaceuticals, Inc.), Bridge Loan Agreement (Federal Sports & Entertainment, Inc.)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Restricted Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights (excluding rights of first refusal) in respect of any thereof, exceptexcept Liens satisfying any of the following tests:
(a) Liens on property or assets of the Borrower and its Restricted Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided provided, however, that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof except as otherwise permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary; PROVIDED provided, however, that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any Restricted Subsidiary;
(dc) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(ed) carriers'’, warehousemen's’s, mechanics', materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(e) statutory liens of landlords in respect of property leased by the Borrower or any Restricted Subsidiary;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase Liens created under the Loan Documents to secure the Obligations (and refinancings thereof);
(j) other Liens to secure purchase-money security interests in real property, improvements thereto or equipment hereafter acquired Indebtedness (or, in the case of improvements, constructedincluding Capital Lease Obligations) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Restricted Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiariesrefinancings thereof; provided that (i) such Liens do not extend to, apply to any property or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any Restricted Subsidiary consisting of the Subsidiaries, franchise brands (whether now owned or hereafter acquired) and related franchise agreements and (ii) each such Lien is limited to the property and assets acquired in connection with such purchase-money Indebtedness;
(k) other Liens to secure Non-Recourse Indebtedness of the Borrower or any Restricted Subsidiary and refinancings thereof; provided that such Liens secure only Indebtedness incurred by such Foreign do not apply to any property or assets of the Borrower or any Restricted Subsidiary pursuant to Section 6.01(h);consisting of franchise brands (whether now owned or hereafter acquired) and related franchise agreements; and
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Recourse Indebtedness under of the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody Borrower or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Restricted Subsidiary and that secured Indebtedness permitted by Section 6.01(i)refinancings thereof; PROVIDED provided that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
such Restricted Subsidiary consisting of franchise brands (owhether now owned or hereafter acquired) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board related franchise agreements and (ii) such deposit account is the aggregate outstanding principal amount of Recourse Indebtedness secured by Liens shall not intended by the Borrower or exceed $25,000,000 at any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000time.
Appears in 2 contracts
Samples: Senior Unsecured Revolving Credit Agreement (Choice Hotels International Inc /De), Senior Unsecured Revolving Credit Agreement (Choice Hotels International Inc /De)
Liens. Create, incur, assume or permit suffer to exist any Lien on any of its property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on to secure any income or revenues or rights in respect of any thereof, exceptIndebtedness other than:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof Restatement Date and set forth in not otherwise permitted under this Section 8.02, as more particularly described on Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder8.02;
(b) any Lien created under on any property securing Indebtedness incurred or assumed for the Loan Documentspurpose of financing all or any part of the acquisition cost of such property; provided that such Lien does not extend to any other property; and provided further that the aggregate amount of Indebtedness secured by all such Liens at any time does not exceed $20,000,000;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is Liens for taxes not created in contemplation of or in connection with such acquisitionyet due, and (ii) such Lien does not apply Liens for taxes or Liens imposed by ERISA which are being contested in good faith by appropriate proceedings and with respect to any other property or assets of the Borrower or any Subsidiarywhich adequate reserves are being maintained;
(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, and materialmen and other Liens imposed by law created in the ordinary course of business for taxes, fees, assessments or other governmental charges amounts not yet due or which are being contested in compliance good faith by appropriate proceedings and with Section 5.03respect to which adequate reserves are being maintained;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's Liens incurred or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance connection with workmen's workers’ compensation, unemployment insurance and other types of social security laws security, or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations)tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);
(f) Liens (other than those permitted by paragraphs (a) through (e) and (g) through (k) of this Section 8.02) encumbering assets which are Non-Borrowing Base Assets securing Indebtedness and other obligations (including, without limitation, any obligations of Borrower or any of its Consolidated Subsidiaries in respect of Hedging Agreements entered into from time to time with any Person that is not a like nature incurred Banking Product Provider) in an aggregate principal amount not greater than $10,000,000 in the ordinary course aggregate;
(g) Liens in favor of businessthe Collateral Agent securing the Secured Obligations;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred [Intentionally omitted];
(i) Liens in the nature of (A) rights of setoff and rights of chargeback existing from time to time, and (B) security deposits, reserve accounts, settlement accounts and cash collateral accounts and deposits (collectively, “Credit Card Deposit Accounts”) granted from time to time, to secure payment and performance of any obligations of any Domestic Consolidated Company (including, without limitation, payment obligations in respect of chargebacks, fees, expenses and related amounts) owing to any credit card issuers and/or processors (collectively, “Credit Card Processors”) under and pursuant to any credit card merchant account agreements, processing agreements and similar agreements now existing or hereafter entered into in ordinary course of business of such Domestic Consolidated Company (collectively, “Credit Card Merchant Account Agreements”); provided that (1) such Liens granted in favor of such Credit Card Processors secure only the obligations of one or more Domestic Consolidated Companies under such Credit Card Merchant Account Agreements and attach only to the funds on deposit from time to time in such Credit Card Deposit Accounts and (2) Interface shall not, and shall not permit any Domestic Consolidated Company to, enter into any Credit Card Merchant Account Agreements while a Default or Event of Default exists;
(j) Liens or encumbrances in the nature of zoning or land use violations, encroachments, or other encumbrances which, alone or in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto any parcel of Real Property or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
Credit Party’s use thereof (i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) all as determined by the Borrower or any SubsidiaryCollateral Agent in its reasonable credit judgment); PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;and
(k) Liens on assets of Foreign Subsidiaries; provided that (i) the 2009 Senior Notes Second Liens, so long as such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant are subject to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at 2009 Senior Notes Intercreditor Agreement and the time such person becomes a Subsidiary 2009 Senior Notes Intercreditor Agreement remains in full force and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000effect.
Appears in 2 contracts
Samples: Credit Agreement (Interface Inc), Credit Agreement (Interface Inc)
Liens. Create, incur, assume or permit to exist any Lien on or with respect to any property or assets (including Equity Interests or other securities asset of any personkind of the Borrower or any of its Restricted Subsidiaries, including any Subsidiary) whether now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofacquired, except:
(a) (i) Liens on property or assets in favor of the Borrower and its Subsidiaries Collateral Agent for the benefit of the Secured Parties granted pursuant to any Credit Document, (ii) Liens existing on the date hereof Closing Date and set forth in on Schedule 6.02; provided that such 6.2(a)(ii), (iii) [reserved] and (iv) Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderCollateral securing Indebtedness under Section 6.1(a)(v);
(b) each of the following Liens (each, a “Permitted Encumbrance”), excluding any such Lien created under the Loan Documents;imposed by any section of ERISA:
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxesTaxes, feesassessments, assessments charges or other governmental charges not yet due or which are being contested levies if the applicable Person is in compliance with Section 5.035.3 with respect thereto;
(eii) statutory or common law (or restatements of such laws in underlying contracts) Liens of landlords, sub-landlords, carriers', warehousemen's, mechanics', materialmen's, repairmen's , construction contractors or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03business;
(fiii) (A) pledges and or deposits made in the ordinary course of business in compliance connection with workmen's workers’ compensation, unemployment insurance and other social security laws legislation and (B) pledges and deposits in the ordinary course of business securing liability for reimbursement or regulationsindemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Restricted Subsidiaries;
(giv) pledges or deposits to secure the performance of bids, trade contracts, utilities, governmental contracts (other than for Indebtedness), and leases (other than Capital Lease ObligationsIndebtedness for borrowed money), statutory or regulatory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;
(hv) zoning restrictionscovenants, conditions, easements, rights-of-way, building codes, restrictions on use of real property (including zoning restrictions), encroachments, licenses, protrusions and other similar encumbrances incurred and minor title defects or survey matters, in each case affecting Real Estate Assets and that do not in the ordinary course of business which, in the aggregate, are not substantial in amount and do not aggregate materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of and its Restricted Subsidiaries, taken as a whole;
(ivi) purchase money security interests Liens (A) in real property, improvements thereto or equipment hereafter acquired (or, 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 in the case ordinary course of improvementsbusiness or (B) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such person to facilitate the purchase, constructedshipment or storage of such inventory or other goods in the ordinary course of business;
(vii) Liens (A) of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions;
(viii) (A) any interest or title of a lessor, sub-lessor, licensor or sub-licensor under leases, subleases, licenses or sublicenses entered into by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and of its Restricted Subsidiaries in the Indebtedness secured thereby is created, within 90 days after such acquisition (ordinary course of business or construction), (iii) not otherwise materially interfering with the Indebtedness secured thereby does not exceed 100% Borrower’s or any of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) its Restricted Subsidiaries’ business taken as a whole and (ivB) such security interests do not apply non-exclusive licenses, sublicenses, leases or subleases with respect to any other property assets granted to third Persons or assets of the Borrower or a Restricted Subsidiary in the ordinary course of business or not otherwise materially interfering with the Borrower’s or any Subsidiaryof its Restricted Subsidiaries’ business taken as a whole;
(jix) Liens arising out of judgments conditional sale, title retention, consignment or awards in respect similar arrangements for sale of which Holdings, goods entered into by the Borrower or any of its Restricted Subsidiaries in the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect ordinary course of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingbusiness permitted by this Agreement;
(kx) Liens on assets 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 Foreign Subsidiaries; provided that (i) such Liens do business and not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)for speculative purposes;
(lxi) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facilitythat are contractual, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' banker’s liens, rights of set-off off, rights of pledge or similar rights and remedies as (A) relating to deposit accounts the establishment of depository relations with banks or other funds maintained deposit-taking financial institutions or investment or securities accounts, (B) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with a creditor depository institution; provided, that customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;
(ixii) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any Subsidiary of its Restricted Subsidiaries in excess connection with any letter of those set forth by regulations promulgated by the Board and intent or purchase agreement in connection with any Investment, Asset Sale, letter of intent or other transaction permitted hereunder;
(iixiii) such deposit account is not intended ground leases in respect of Real Estate Assets on which facilities owned or leased by the Borrower or any Subsidiary of its Restricted Subsidiaries are located;
(xiv) (A) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (B) any zoning or similar law or right reserved to provide collateral or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole;
(xv) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings;
(xvi) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(xvii) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;
(xviii) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or its Restricted Subsidiaries to secure the performance of the Borrower’s or such Restricted Subsidiary’s obligations under the terms of the lease for such premises;
(xix) in the case of any non-wholly owned Restricted Subsidiary, any put and call arrangements or restrictions on disposition related to its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement;
(xx) Liens arising by operation of law in the United States under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods;
(xxi) [reserved];
(xxii) Liens deemed to exist in connection with repurchase agreements, reverse repurchase agreements, securities lending and borrowing agreements and similar transactions;
(xxiii) Liens on amounts deposited as “security deposits” (or their equivalent) and other Liens relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business in the ordinary course of business in connection with actions or transactions not prohibited by this Agreement;
(xxiv) Liens on cash and Cash Equivalents securing obligations under master netting agreements and other Swap Contracts permitted hereunder;
(xxv) Liens encumbering property or assets under construction (and proceeds or products thereof) arising from progress or partial payments by a customer of the Borrower or its Restricted Subsidiaries relating to such depository institutionproperty or assets;
(xxvi) Liens on cash, Cash Equivalents or other property arising in connection with any defeasance, discharge or redemption of Indebtedness;
(xxvii) Liens deemed to exist in connection with Investments in repurchase agreements under Section 6.6;
(c) Liens securing judgments or orders for the payment of money not constituting an Event of Default under Section 8.1(h);
(d) Liens on Margin Stock owned by the Borrower and 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; and
(pe) other Liens (i) in respect favor of obligations the Borrower or a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Credit Party securing permitted intercompany Indebtedness and (other than Indebtednessii) on property with a fair market value not in excess favor of $2,000,000the Borrower or any Guarantor; provided that any Lien made in favor of the Borrower or any Guarantor shall constitute Collateral.
Appears in 2 contracts
Samples: Debt and Guaranty Agreement (2U, Inc.), Restructuring Support Agreement (2U, Inc.)
Liens. CreateHoldings and the Borrowers will not, nor will they cause or permit any of the Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the U.S. Borrower and its Subsidiaries existing on the date hereof and (i) set forth in Schedule 6.026.02(a) or (ii) encumbering property or assets with a fair market value on the date hereof of less than $10,000,000; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the U.S. Borrower or any Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the U.S. Borrower or any Subsidiary;
(d) Liens for taxesTaxes, fees, assessments or other governmental charges not yet due due, or if material, which are being contested in compliance with Section 5.03;
(e) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable payable, or if material, which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the U.S. Borrower or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the U.S. Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(lj) Liens on investments made by Melody CBRE CM in connection with the Melody CBRE CM Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody CBRE CM Loan Arbitrage Facility, if such investments were acquired by Melody CBRE CM with the proceeds of such Indebtedness;
(mk) Liens on commercial investments made by the U.S. Borrower or CBRE, Inc. in connection with the CBRE Loan Arbitrage Facility to secure Indebtedness under the CBRE Loan Arbitrage Facility, if such investments were acquired by the U.S. Borrower or CBRE, Inc., as the case may be, with the proceeds of such Indebtedness;
(l) Liens on mortgage loans originated and owned or held by Melody CBRE CM or any Mortgage Banking Subsidiary pursuant to the Melody any CBRE CM Mortgage Warehousing FacilityFacility or the CBRE CM Repo Arrangement, and Liens in connection with CBRE CM Lending Program Securities;
(m) Liens on Receivables securing any Receivables Securitization permitted to be outstanding under Section 6.01;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i)Subsidiary; PROVIDED provided that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the U.S. Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or statutory, common law or contractual provision relating to bankers' ’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institutioninstitution or relating to Liens on brokerage accounts;
(p) Liens on the assets or Equity Interests of an Investment Subsidiary to secure Exempt Construction Loans, Non-Recourse Indebtedness and Guarantees thereof;
(q) [Reserved];
(r) any Lien in relation to personal property acquired by the New Zealand Borrower in the ordinary course of its normal business; provided, provided that such Lien shall be permitted only if (i) such deposit account it is not a dedicated cash collateral account and is not subject to restrictions against access given by the New Zealand Borrower or any Subsidiary (as buyer) in excess favor of those set forth by regulations promulgated by a seller of the Board and personal property, (ii) such deposit account it secures (and only secures) all or part of the purchase price for the personal property and (iii) it is not intended discharged within 60 days of its creation;
(s) any security in relation to personal property acquired by the New Zealand Borrower that is created or any Subsidiary to provide collateral to such depository institutionprovided for by (i) a transfer of an account receivable or chattel paper, (ii) a lease for a term of more than 1 year, or (iii) a commercial consignment, that does not secure payment or performance of an obligation (all terms used in Section 6.02(r) and (s) and not defined in this Agreement have the meaning specified thereto in the New Zealand Personal Property Securities Act 1999); and
(pt) other Liens in respect not permitted by the foregoing; provided that, at the time of the incurrence thereof, neither the obligations (other than Indebtedness) on property with a secured thereby nor the aggregate fair market value not in excess of $2,000,000the assets subject thereto shall exceed 10% of Total Assets at the time.
Appears in 2 contracts
Samples: Credit Agreement (Cbre Group, Inc.), Credit Agreement (Cbre Group, Inc.)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now at the time owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries any Transaction Party existing on the date hereof Effective Date and set forth in on Schedule 6.026.02(a) hereto; provided that such Liens shall secure only those obligations which that they secure on the date hereof Effective Date and extensions, renewals and replacements thereof permitted hereundershall not subsequently apply to any other property or assets of such Transaction Party;
(b) any Lien created under the Loan DocumentsTransaction Documents or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges or levies not yet due delinquent or which that are being contested in compliance with Section 5.03;
(ed) landlord’s, carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, construction or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable overdue by more than thirty (30) days or which that are being contested in compliance good faith by appropriate proceedings and in respect of which a Transaction Party shall have set aside on its books reserves in accordance with Section 5.03GAAP;
(fi) pledges and deposits made in the ordinary course of business in compliance with workmen's the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulationsregulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations, and (ii) pledges and deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Transaction Parties;
(gf) deposits to secure the Transaction Parties’ performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and return of money bonds, bids, leases, trade contracts, Environmental Permits, Mining Permits, and other obligations of a like nature incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations of the Transaction Parties in the ordinary course of their business;
(hg) zoning restrictions, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business whichthat, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere in any material respect with the ordinary conduct of the business of the Borrower a Transaction Party or any of its Subsidiarieswould result in a Material Adverse Effect;
(ih) purchase money security interests in real property, improvements thereto equipment or equipment other property hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any SubsidiaryCompany (including the interests of vendors and lessors under conditional sale and title retention agreements); PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d6.01(f), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after at the time of the acquisition or lease of such acquisition (or construction)asset, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements equipment or equipment other property at the time of such acquisition (or construction) acquisition, and (iv) such security interests do not apply to any other property or assets of the Borrower Company (other than to accessions to such equipment or any Subsidiaryother property);
(i) Liens securing judgments that do not constitute an Event of Default under Section 7.01(j);
(j) Liens arising out on Mortgaged Property disclosed by the title insurance policies (if any) or title opinions (if any) delivered prior to the Effective Date or, with respect to After Acquired Property or Required Property, after the Effective Date to the extent such Liens are reasonably acceptable to the Investor; provided that the following Liens shall be deemed to be reasonably acceptable to the Investor (and shall be deemed Permitted Encumbrances without regard to whether a title insurance policy or title opinion has been provided with respect to a particular parcel): (i) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent, and (ii) zoning restrictions, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, rights-of-way, restrictions on use of judgments or awards real property and other similar encumbrances incurred in the ordinary course of business that do not in the aggregate interfere in any material respect of which Holdings, with the Borrower or any ordinary conduct of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect business of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that Transaction Party at the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingReal Property affected thereby;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend toany interest or title of, or encumberLiens created by, assets which constitute Collateral a lessor under any leases or subleases entered into by a Transaction Party, as tenant, in the Equity Interests ordinary course of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)business;
(l) Liens on investments made by Melody that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the Melody Loan Arbitrage Facility issuance of Indebtedness, or (ii) relating to purchase orders and other agreements entered into with customers of the Melody Mortgage Warehousing Facility to secure Indebtedness under Company in the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds ordinary course of such Indebtednessbusiness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutionrights; and
(pn) The following encumbrances which do not, in any case, individually or in the aggregate, have or result in a Material Adverse Effect:
(i) encumbrances typically found upon Real Property used for mining purposes in the applicable jurisdiction in which the applicable Real Property is located to the extent such encumbrances would be permitted or granted by a prudent operator of mining property similar in use and configuration to such Real Property (e.g., surface rights agreements, wheelage agreements and reconveyance agreements);
(ii) rights and easements of owners (A) of undivided interests in any of the Real Property where the applicable Transaction Party owns less than 100% of the fee interest, (B) of interests in the surface of any Real Property where the applicable Transaction Party does not own or lease such surface interest, (C) and lessees, if any, of base or precious metals or other Liens minerals where the applicable Transaction Party does not own such base or precious metals or such other minerals, and (D) and lessees of other base or precious metals or other minerals not owned or leased by a Transaction Party; provided, however, that the rights and easements described in clauses (A) through (D) of this subclause (n)(ii) shall in no event cause any breach of the representations made in Section 4.01(q)(iii);
(iii) with respect of obligations to any Real Property in which a Transaction Party holds a leasehold interest, terms, agreements, provisions, conditions, and limitations (other than Indebtednessroyalty and other payment obligations which are otherwise permitted hereunder) contained in the leases granting such leasehold interest and the rights of lessors thereunder (and their heirs, executors, administrators, successors, and assigns);
(iv) farm, grazing, hunting, recreational and residential leases with respect to which a Transaction Party is the lessor encumbering portions of the Real Properties to the extent such leases would be granted or permitted by, and contain terms and provisions that would be acceptable to, a prudent operator of mining properties similar in use and configuration to such Real Properties;
(v) royalty and other payment obligations to sellers or transferors of fee or lease properties to the extent such obligations constitute a lien not yet delinquent;
(vi) rights of others to subjacent or lateral support and absence of subsidence rights or to the maintenance of barrier pillars or restrictions on property with a fair market value not mining within certain areas as provided by any Mining Lease, unless in excess each case waived by such other person; and
(vii) rights of $2,000,000repurchase or reversion when mining and reclamation are completed. Notwithstanding the foregoing, no Liens shall be permitted to exist, directly or indirectly, on the Mortgaged Property, other than Liens in favor of the Investor and Permitted Encumbrances.
Appears in 2 contracts
Samples: Investment Agreement (Desert Hawk Gold Corp.), Investment Agreement (Desert Hawk Gold Corp.)
Liens. Create, incur, assume assume, or permit to exist exist, directly or indirectly, any Lien on or with respect to any property or assets (including Equity Interests or other securities of its Assets, of any personkind, including any Subsidiary) whether now owned or hereafter acquired by it acquired, or on any income or revenues or rights in respect of any thereofprofits therefrom, except:
(a) Liens on property or assets of granted by the Borrower and its Subsidiaries existing Loan Parties to the Agent in order to secure the Obligations;
(b) Permitted Liens;
(c) Liens in existence on the date hereof Closing Date and set forth described in Schedule 6.026.2 hereof; provided that such Liens Lien shall secure only those obligations which they secure that it secures on the date hereof Closing Date and extensions, renewals renewals, replacements and refinancings thereof so long as the principal amount of such extensions, renewals, replacements thereof and refinancings does not exceed the principal amount of the obligations being extended, renewed, replaced or refinanced or, in the case of any such obligations constituting Debt, that are permitted hereunderunder Section 6.1(i) as Refinancing Debt in respect of Debt described on Schedule 6.1;
(bd) any Lien created interest or title of a lessor under any lease entered into by a Loan Party or any Subsidiary in its capacity as lessee, tenant or subtenant in the Loan Documentsordinary course of its business;
(ce) any Lien existing on any property leases or asset prior subleases, licenses or sublicenses granted to other Persons not materially interfering with the acquisition thereof by conduct of the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets business of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03Subsidiaries;
(ef) carriers'Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto or on funds received from insurance companies on account of third party claims handlers and managers;
(g) purported Liens evidenced by the filing of precautionary UCC financing statements (i) relating solely to operating leases of personal property entered into the ordinary course of business and (ii) covering assets sold or contributed to any Person not prohibited hereunder;
(h) Liens granted by any Loan Party or any of its Subsidiaries, warehousemen'sin each case, mechanics'that is a general partner, materialmen'smanager or member of a Fund to secure any indebtedness incurred by such Fund that is secured by the capital commitments of such Fund and/or the right of such Loan Party or Subsidiary, repairmen's as applicable, to call capital commitments to such Fund, together with related assets as applicable;
(i) [reserved];
(j) Liens granted by (i) any Loan Party in favor of any other Loan Party, (ii) any Subsidiary that is not a Loan Party in favor of any Loan Party and (iii) any Subsidiary that is not a Loan Party in favor of any other Subsidiary that is not Loan Party; provided, that if the Lien permitted by this clause (j) is on Assets constituting Collateral, such Lien shall be shall be subject to an intercreditor agreement reasonably satisfactory to the Agent;
(k) easements, rights of way, zoning restrictions and similar encumbrances on real property and minor irregularities in the title thereto that do not (i) secure obligations in respect of Debt or (ii) materially impair the value of such property or its use by any Loan Party or any of its Subsidiaries in the normal conduct of such Person’s business, and are not violated by any such use;
(l) Liens in favor of any escrow agent solely on and in respect of any xxxx xxxxxxx money deposits made by any Loan Party or any Subsidiary in connection with any letter of intent or purchase agreement (to the extent that the acquisition or Disposition with respect thereto is otherwise permitted hereunder);
(m) Liens encumbering customary deposits and margin deposits, and similar Liens and margin deposits, and similar Liens attaching to commodity trading accounts and other like deposit or brokerage accounts and related assets incurred in the ordinary course of business, and customary Liens arising on cash and Cash Equivalents securing Hedging Agreements entered into in the ordinary course of business as permitted hereby;
(n) Liens deemed to exist as a matter of law in connection with permitted repurchase obligations or setoff rights;
(o) Liens in favor of collecting banks arising under Section 4-210 of the UCC;
(p) 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;
(q) Liens securing Debt incurred pursuant to Section 6.1(q); provided, any such Lien shall encumber only the Asset acquired or leased, as applicable, in connection with the incurrence of such Debt and proceeds thereof;
(r) other Liens securing Debt or other obligations in an aggregate principal amount outstanding at any time not in excess of $10,000,000;
(s) other Liens on assets of Subsidiaries that are not due and payable Loan Parties securing Debt or which other obligations of Subsidiaries that are being contested in compliance with not Loan Parties permitted, as applicable, by Section 5.036.1;
(ft) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) deposits Liens incurred to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations)tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of a like nature incurred in obligations for the ordinary course payment of business;borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof; and
(hu) zoning restrictions, easements, rights-of-way, restrictions Liens existing on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such its acquisition or existing on the property (or constructionincluding capital stock) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists Person at the time such person Person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i)Subsidiary, in each case after the Closing Date; PROVIDED provided that (i) such Lien was not created in contemplation of or in connection with such acquisition and or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder and require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' lienswhich such requirement would not have applied but for such acquisition), rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (iiiii) such deposit account if applicable, the Debt secured thereby is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000permitted under Section 6.1.
Appears in 2 contracts
Samples: Increase Joinder and First Amendment (P10, Inc.), Credit Agreement (P10, Inc.)
Liens. CreateThe Borrower will not, incurand will not permit any Subsidiary to, assume create, incur or permit suffer to exist any Lien on any property mortgage, deed of trust, pledge, lien, security interest, assignment or assets (including Equity Interests transfer upon or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any such Subsidiary, now owned or hereafter acquired, to secure any indebtedness; excluding from the operation of the foregoing (herein "Permitted Liens"):
(da) Liens mortgages, deeds of trust, pledges, liens, security interests and assignments in existence on the Closing Date and listed in Schedule 6.1 (other than those described in subsection (f) securing indebtedness for taxes, fees, borrowed money on the Closing Date);
(b) liens for taxes or assessments or other governmental charges to the extent not yet due or which are being contested in compliance with required to be paid by Section 5.035.4;
(ec) materialmen's, merchants', carriers', warehousemenworker's, mechanics', materialmenrepairer's, repairmen's or other like Liens liens arising in the ordinary course of business and securing obligations that are to the extent not due and payable or which are being contested in compliance with required to be paid by Section 5.035.4;
(fd) pledges and or deposits made in the ordinary course of business in compliance with workmento secure obligations under worker's compensationcompensation laws, unemployment insurance and other social security laws laws, or regulations;
(g) deposits to secure the performance of bids, trade tenders, contracts (other than for Indebtedness), the repayment of borrowed money) or leases (other than Capital Lease Obligations), or to secure statutory obligations, obligations or surety and or appeal bonds, or to secure indemnity, performance or other similar bonds and other obligations of a like nature incurred in the ordinary course of business;
(he) zoning restrictions, easements, rights-of-waylicenses, restrictions on the use of real property and other similar encumbrances incurred or minor irregularities in the ordinary course of business whichtitle thereto, in the aggregate, are not substantial in amount and which do not materially detract from impair the value use of such property in the property subject thereto or interfere with the ordinary conduct operation of the business of the Borrower or any of its Subsidiaries;Subsidiaries or the value of such property for the purpose of such business; and
(if) purchase money mortgages, liens or security interests in real propertyinterests, improvements thereto including conditional sale agreements or equipment hereafter acquired (or, other title retention agreements and leases which are in the case nature of improvementstitle retention agreements, constructed) upon or in property acquired after the Closing Date by the Borrower or any Subsidiary; PROVIDED that (i) such of its Subsidiaries, or mortgages, liens or security interests secure Indebtedness permitted by Section 6.01(d), (ii) existing in such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment property at the time of such the acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiariesthereof; provided that (i) no such Liens do not mortgage, lien or security interest extends or shall extend to, to or encumber, assets which constitute Collateral or the Equity Interests cover any property of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (its Subsidiaries other than Indebtedness) on the property with a fair market value not in excess of $2,000,000then being acquired and fixed improvements then or thereafter erected thereon.
Appears in 2 contracts
Samples: Credit Agreement (Entegris Inc), Credit Agreement (Entegris Inc)
Liens. Create, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or assets (including Equity Interests or other securities of any personrevenues, including any Subsidiary) whether now owned or hereafter acquired by acquired; sign or suffer to exist any security agreement authorizing any Person thereunder to file a financing statement; sell any of its property or assets subject to an understanding or agreement (contingent or otherwise) to repurchase such property or assets with recourse to it or on any income of its Restricted Subsidiaries; or revenues assign as security or otherwise transfer as security any accounts or other rights in respect to receive income, other than, as to all of any thereofthe above, except:(each, a “Permitted Lien”):
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided imposed by law for Taxes that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges are not yet due or which are being contested in compliance with Section 5.039.3 (other than clause (a)(iv) of such section);
(eb) carriers'Carriers’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's or ’s and other like Liens imposed by applicable Laws, arising in the ordinary course of business and securing obligations that are not due and payable overdue by more than thirty (30) days or which are being contested in compliance with Section 5.039.3 (other than clause (a)(iv) of such section);
(fc) pledges Pledges and deposits made in the ordinary course of business in compliance with workmen's workers’ compensation, unemployment insurance and other social security laws or regulations;
(g) , other than any Lien imposed by ERISA; provided, however, that Permitted Liens shall not include any pledges or deposits to secure California workers’ compensation self-insurance liabilities of, or originally incurred by, SVU, NAI or any of their current or former Subsidiaries attributable to periods prior to the Original Closing Date.
(d) Pledges and deposits to secure or relating to the performance of bids, trade contracts, government contracts (other than for Indebtedness), and leases (other than Capital Lease ObligationsIndebtedness), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hi) Liens in respect of judgments that would not constitute an Event of Default hereunder, and (ii) notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings that have the effect of preventing the forfeiture or sale of the property or assets subject to such notices and rights and for which adequate reserves have been made to the extent required by GAAP;
(f) (i) Easements, covenants, conditions, restrictions, building code laws, zoning restrictions, easements, rights-of-way, restrictions way and similar encumbrances on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are that do not substantial in amount secure any monetary obligations and do not materially detract from the value of the affected property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower Loan Parties taken as a whole and such other minor title defects or survey matters that are disclosed by current surveys that, in each case, do not materially interfere with the current use of the real property; (ii) mortgages, liens, security interests, restrictions, encumbrances or any other matters of its Subsidiariesrecord that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party (in each case, other than Holdings or any Restricted Subsidiary) on property over which Holdings or any Restricted Subsidiary of Holdings has easement rights or on any leased property with respect to which Holdings or a Restricted Subsidiary is the tenant and subordination or similar arrangements relating thereto and (iii) any condemnation or eminent domain proceedings affecting any real property;
(ig) purchase money security interests in real propertyLiens existing on the Escrow Release Date and listed on Schedule 10.1 and any renewals or extensions thereof, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d)the property covered thereby is not changed, (ii) such security interests are incurred, and the Indebtedness amount secured or benefited thereby is created, within 90 days after such acquisition not increased (or constructionother than as permitted as “Permitted Indebtedness”), (iii) the Indebtedness secured thereby does direct or any contingent obligor with respect thereto is not exceed 100% of the cost of such real propertychanged, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do any renewal or extension of the obligations secured or benefited thereby is otherwise permitted hereunder) (provided that clauses (i) and (iii) shall not apply to Indebtedness incurred to refinance, refund, extend, renew or replace the Existing Safeway Notes);
(h) Liens on fixed or capital assets acquired by any Loan Party securing Indebtedness permitted under Section 10.3(c) so long as such Liens shall not extend to any other property or assets of the Borrower or Loan Parties, other than replacements thereof and additional and accessions to such property and the products and proceeds thereof;
(i) Liens pursuant to any SubsidiaryFinancing Agreements;
(j) Landlords’ and lessors’ Liens arising out of judgments or awards in respect of which Holdingsrent not in default for more than any applicable grace period, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards not to exceed thirty (and any cash and the fair market value of any property subject to such Liens30) does not exceed $7,500,000 at any time outstandingdays;
(k) Possessory Liens on assets in favor of Foreign Subsidiaries; brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the Escrow Release Date and Permitted Investments, provided that such liens (ia) attach only to such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, Investments and (iib) such Liens secure only Indebtedness incurred by obligations arising in connection with the acquisition or disposition of such Foreign Subsidiary pursuant to Section 6.01(h)Investments and not any obligation in connection with margin financing;
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision provisions relating to bankers' banker’s liens, liens in favor of securities intermediaries, rights of set-off setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions and securities intermediaries and other Liens securing cash management services and “bank products” in the ordinary course of business;
(m) Liens arising from precautionary UCC filings regarding “true” operating leases or, to the extent permitted under the Financing Agreement, the consignment of goods to a creditor depository institutionLoan Party or Liens on equipment of the Borrowers and their Subsidiaries granted in the ordinary course of business to a client or supplier at which such equipment is located;
(n) Voluntary Liens on property in existence at the time such property is acquired pursuant to a Permitted Acquisition or other Permitted Investment or on such property of a Restricted Subsidiary of a Loan Party in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition or other Permitted Investment (or otherwise acquisition not prohibited hereunder) or is otherwise merged or consolidated with a Restricted Subsidiary; provided, that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition or other Permitted Investment and do not attach to any other assets of any Loan Party or any Restricted Subsidiary;
(o) Liens in favor of customs and revenues authorities imposed by applicable Laws arising in the ordinary course of business in connection with the importation of goods and securing obligations (i) such deposit account is that are not a dedicated cash collateral account and is not subject to restrictions against access overdue by more than thirty (30) days, or (ii)(A) that are being contested in good faith by appropriate proceedings, (B) the Borrower applicable Loan Party or any Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in excess of those set forth by regulations promulgated by the Board accordance with GAAP and (iiC) such deposit account is not intended by contest effectively suspends collection of the Borrower or contested obligation and enforcement of any Subsidiary to provide collateral to Lien securing such depository institution; andobligation;
(p) Liens consisting of claims under PACA or PASA;
(q) Liens on cash collateral deposited into any escrow account issued in connection with any Acquisition pursuant to customary escrow arrangements reasonably satisfactory to the Agent to the extent such cash collateral represents the proceeds of such financing and additional amounts to pay accrued interest and/or the redemption price of such securities;
(r) Liens securing Permitted Ratio Debt and any Permitted Refinancing thereof;
(s) Liens or rights of setoff against credit balances of Loan Parties or Restricted Subsidiaries with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to such Loan Party or Restricted Subsidiary in the ordinary course of business, but not Liens on or rights of setoff against any other property or assets of Loan Parties or Restricted Subsidiaries to secure the obligations of Loan Parties or Restricted Subsidiaries to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks;
(t) Security interests in investments in purchasing cooperatives permitted by Section 10.2, which are granted to the applicable cooperative to secure obligations of a Loan Party to such cooperative arising in connection with purchases from such cooperative or other customary transactions between such Loan Party and such cooperative;
(u) The security or other interests of MoneyGram in the Trust Funds, which are granted to MoneyGram to secure the obligations of the Loan Parties arising under the MoneyGram Agreement; provided that such security interest of MoneyGram in the Trust Funds is subordinate to that of the Agent and does not extend to any of the property of the Loan Parties other than the Trust Funds;
(v) Liens described in Schedule B of the Mortgage Policies insuring Mortgages (which, for the avoidance of doubt, shall include Liens on Real Property described in Schedule 10.1);
(w) Liens solely on any xxxx xxxxxxx money deposits made by a Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder or consisting of an agreement to sell any property (including liens on assets deemed to arise as a result thereof);
(x) Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” arising in connection with a Qualified Receivables Financing;
(y) Liens on Collateral securing ABL Facility Indebtedness permitted by Section 10.3(t) which Liens shall at all times be subject to the ABL Intercreditor Agreement;
(z) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;
(aa) Deposits made in the ordinary course of business to secure liability to insurance carriers and Liens arising by operation of law or contract on insurance policies and the proceeds thereof to secure premiums thereunder, and Liens, pledges and deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations of (including obligations in respect of obligations letters of credit or bank guarantees for the benefits of) insurance carriers;
(bb) any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses (including software and other than Indebtednesstechnology licenses) entered into by a Borrower or any of its Subsidiaries in the ordinary course of business;
(cc) Liens on property the assets of, and Equity Interests in, Real Estate Financing Loan Parties pursuant to a Qualified Real Estate Financing Facility;
(dd) Liens in favor of any Loan Party;
(ee) Liens incurred by a Restricted Subsidiary that is not a Loan Party securing any Permitted Indebtedness of a Restricted Subsidiary that is not a Loan Party (ff) Liens on the Collateral securing Permitted NotesIncremental Equivalent Debt issued pursuant to Section 10.3(u) so long as such Liens are subject to (i) the Intercreditor Agreementscustomary intercreditor agreements as Liens securing “Additional Senior Debt” if such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Liens securing the Obligations, or (ii) a fair market value not in excess of $2,000,000.customary intercreditor agreement as Liens securing “Additional Junior Debt” or equivalent term if such Indebtedness is secured by the Collateral on a junior priority basis to the Liens securing the Obligations;
Appears in 2 contracts
Samples: Term Loan Agreement (Safeway Stores 42, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED provided that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Blum Capital Partners Lp), Credit Agreement (Fs Equity Partners Iii Lp)
Liens. Create, incur assume, or suffer to exist, or permit any Guarantor to create, incur, assume assume, or permit suffer to exist exist, any Lien on any property mortgage, deed of trust, pledge, security interest, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or assets (including Equity Interests other), or preference, priority, or other securities security agreement or preferential arrangement, charge, or encumbrance of any personkind or nature whatsoever (including, including without limitation, any Subsidiaryconditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction to evidence any of the foregoing) (each a "LIEN") upon or with respect to any of its properties, now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofacquired, except:
(a) Liens on property or assets in favor of M&T securing Debt to M&T to the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that extent such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof Debt is permitted hereunderby Section 2;
(b) any Lien created under Liens in favor of the Loan DocumentsPayee;
(c) any Lien existing Xxxxx subordinated on any property or asset prior terms satisfactory to the acquisition thereof by Payee to the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, Maker's obligations under this Note and (ii) such Lien does not apply to any other property or assets of the Borrower or any SubsidiaryMaker's Second Senior Bridge Note;
(d) Liens for taxes, fees, taxes or assessments or other governmental government charges or levies if not yet due and payable or, if due and payable, if they are being contested in good faith by appropriate proceedings and for which appropriate reserves are maintained;
(e) Xxxxx imposed by law, such as mechanics', materialmen's, landlords', warehousemen's, and carriers' Liens, and other similar Liens, securing obligations incurred in the ordinary course of business which are not past due for more than forty five (45) days or which are being contested in compliance with Section 5.03;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business good faith by appropriate proceedings and securing obligations that are not due and payable or for which are being contested in compliance with Section 5.03appropriate reserves have been established;
(f) pledges and deposits made in the ordinary course of business in compliance with workmenXxxx's under workers' compensation, unemployment insurance and other social security laws insurance, Social Security, or regulationssimilar legislation;
(g) deposits Liens, deposits, or pledges to secure the performance of bids, trade tenders, contracts (other than contracts for Indebtednessthe payment of money), leases (other than Capital Lease Obligationspermitted under the terms of this Agreement), public or statutory obligations, surety and appeal surety, stay, appeal, indemnity, performance or other similar bonds, performance bonds and or other similar obligations of a like nature incurred arising in the ordinary course of business;
(h) zoning restrictionsJudgments and other similar Liens arising in connection with court proceedings, easementsprovided that, if the amount in question exceeds $100,000.00, the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(i) Easements, rights-of-way, restrictions on use of real property restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from interfere with the occupation, use, and enjoyment by the Maker or any Guarantor of the property or assets encumbered thereby in the normal course of its business or materially impair the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiarythereto; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;and
(j) Liens arising out of judgments or awards in respect of which HoldingsPurchase money security interests securing Debt permitted pursuant to Section 2(g), the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that no such Lien (i) such Liens do not extend tosecures any other Debt, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant extends to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were assets not acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutionDebt; and
(pk) other Other Liens set forth in respect of obligations (other than Indebtedness) on property with a fair market value Exhibit B and not in excess of $2,000,000otherwise described above.
Appears in 2 contracts
Samples: First Senior Bridge Note (Genesee Corp), Second Senior Bridge Note (Genesee Corp)
Liens. CreateOn or after the Closing Date, create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower Borrowers and its the Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(ed) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(fe) Liens (other than any Lien imposed by ERISA), pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(gf) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations, except to the extent permitted by Section 6.01(e)), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower Borrowers or any of its the Subsidiaries;
(ih) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower Borrowers or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d)6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 10090% of the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security 84 78 interests do not apply to any other property or assets of the Borrower Borrowers or any Subsidiary;
(i) Liens on assets of Foreign Subsidiaries (other than the Canadian Borrower and the Canadian Subsidiaries); provided that (i) such Liens do not extend to, or encumber, assets of any Loan Party and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiaries pursuant to Section 6.01(g);
(j) any Lien existing on any property or asset prior to the acquisition thereof by the U.S. Borrower or any Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, (ii) such Lien does not apply to any other property or assets of the U.S. Borrower or any Subsidiary and (iii) such Lien does not materially interfere with the use, occupancy and operation of any Mortgaged Property;
(k) Liens arising out of judgments or awards in respect of which Holdings, the a Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 U.S.$5,000,000 at any time outstanding;
(kl) Liens on assets cash collateral securing reimbursement obligations in respect of Foreign Subsidiariesthe Collateralized Letters of Credit; provided that (i) the aggregate amount of such Liens do cash shall not extend to, or encumber, assets which constitute Collateral or exceed the Equity Interests maximum liability of the U.S. Borrower or any of and the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody Subsidiaries as account parties in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds respect of such IndebtednessCollateralized Letter of Credit;
(m) Liens on commercial mortgage loans originated and owned by Melody Equity Interests in a Special Purpose Business Entity incurred for the purpose of providing independent financing for such Special Purpose Business Entity; provided, however, that such Liens are non-recourse as to the Canadian Borrower or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;of its subsidiaries holding any Equity Interests in such Special Purpose Business Entity; and
(n) any Lien existing on any property or asset Liens incurred in the ordinary course of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was business in an amount not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of exceed U.S. $2,000,0001,500,000.
Appears in 2 contracts
Samples: Credit Agreement (Oil States International Inc), Credit Agreement (Oil States International Inc)
Liens. Create, incur, assume or permit suffer to exist any Lien against or on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) Property now owned or hereafter acquired by it the Borrower or on any income of the Subsidiaries, or revenues permit any of the Subsidiaries so to do, except any one or rights in respect more of any thereof, except:
the following types of Liens: (a) Liens on property in connection with workers’ compensation, unemployment insurance or assets other social security obligations (which phrase shall not be construed to refer to ERISA or the minimum funding obligations under Section 412 of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensionsInternal Revenue Code), renewals and replacements thereof permitted hereunder;
(b) any Lien created under Liens to secure the Loan Documents;
performance of bids, tenders, letters of credit, contracts (other than contracts for the payment of Indebtedness), leases, statutory obligations, surety, customs, appeal, performance and payment bonds and other obligations of like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each such case arising in the ordinary course of business, (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisitionmechanics’, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxesworkmen’s, fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03;
(e) carriers'’, warehousemen's, mechanics'’s, materialmen's’s, repairmen's landlords’ or other like Liens arising in the ordinary course of business and securing with respect to obligations that which are not due and payable or which are being contested in compliance with good faith and by appropriate proceedings diligently conducted, (d) Liens for taxes, assessments, fees or governmental charges the payment of which is not required under Section 5.03;
7.2, (fe) pledges and deposits made in the ordinary course easements, rights of business in compliance with workmen's compensationway, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness)restrictions, leases (other than Capital Lease Obligations)of Property to others, statutory obligationseasements for installations of public utilities, surety title imperfections and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property zoning ordinances and other similar encumbrances incurred affecting Property which in the ordinary course of business which, in the aggregate, are not substantial in amount and aggregate do not materially detract from impair its use for the value of the property subject thereto or interfere with the ordinary conduct operation of the business of the Borrower or any such Subsidiary, (f) Liens on Property of its Subsidiaries;
the Subsidiaries under capital leases and Liens on Property (iincluding on the capital stock or other equity interests) purchase money security interests in real property, improvements thereto or equipment hereafter of the Subsidiaries acquired (orwhether as a result of purchase, in capital lease, merger or other acquisition) and either existing on such Property when acquired, or created contemporaneously with or within 12 months of such acquisition to secure the case payment or financing of improvementsthe purchase price of such Property (including the construction, constructed) by the Borrower development, substantial repair, alteration or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(dimprovement thereof), and any renewals thereof, provided that such Liens attach only to the Property so purchased or acquired (iiincluding any such construction, development, substantial repair, alteration or improvement thereof) such security interests are incurred, and provided further that the Indebtedness secured thereby by such Liens is created, within 90 days after such acquisition (or construction)not otherwise prohibited hereunder, (iiig) the Indebtedness secured thereby does not exceed 100% statutory Liens in favor of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply lessors arising in connection with Property leased to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(lh) Liens on investments made by Melody in connection with of attachments, judgments or awards against the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody Borrower or any Mortgage Banking Subsidiary pursuant of the Subsidiaries with respect to which an appeal or proceeding for review shall be pending or a stay of execution or bond shall have been obtained, or which are otherwise being contested in good faith and by appropriate proceedings diligently conducted, and in respect of which adequate reserves shall have been established in accordance with GAAP on the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets books of the Borrower or any other such Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not Liens securing Indebtedness of a dedicated cash collateral account and is not subject Subsidiary to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and another Subsidiary, (iij) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than IndebtednessLiens permitted by any of the foregoing clauses) on property with arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Borrower and its Subsidiaries, taken as a fair market value whole, (k) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute, and (l) additional Liens securing Indebtedness of the Borrower and the Subsidiaries in an aggregate outstanding Consolidated principal amount not in excess exceeding 15% of $2,000,000Net Tangible Assets.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (CVS HEALTH Corp), Credit Agreement (CVS HEALTH Corp)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary, but excluding Margin Stock to the extent that the value of such Margin Stock, determined in accordance with Regulation U, exceeds 25% of the value (as so determined) of the assets and properties that would be subject to this Section 6.01 without giving effect to this parenthetical, or such other maximum amount or percentage as is then provided for or permitted under Regulation U or any successor regulation in order that no Loan shall be deemed "indirectly secured" by Margin Stock for purposes of such regulation), now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower Company and its Subsidiaries existing on the date hereof and set forth in Schedule 6.026.0l; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower Company or any Subsidiary;
(dc) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(ed) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that which are not due and payable or which are being contested in compliance with Section 5.03;
(fe) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(gf) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower Company or any of its Subsidiaries;
(ih) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower Company or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iiiii) the Indebtedness secured thereby does not exceed 10080% of the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iviii) such security interests do not apply to any other property or assets of the Borrower Company or any Subsidiary;; and
(ji) Liens arising out other than those referred to in subparagraphs (a) through (h) above, provided that the sum of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments Indebtedness or awards other obligations which are secured or evidenced by Liens other than those referred to in subparagraphs (and any cash and a) through (h) above plus the fair market value in the aggregate of any property subject to such Liens) properties sold by the Company in the sale and lease-back transactions permitted under Section 6.02, does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets exceed an amount equal to 10% of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankersConsolidated Stockholders' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000Equity.
Appears in 2 contracts
Samples: Credit Agreement (Tredegar Corp), Revolving Credit Facility Agreement (Tredegar Industries Inc)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and or any of its Subsidiaries existing on the date hereof and provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 6.026.01; and provided further that such all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED , provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary;
(dc) Liens for taxes, fees, assessments or other governmental charges taxes not yet past due or which are being contested in compliance with Section 5.03;
(ed) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(fe) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(gf) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligationscapital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(ih) purchase money security interests in real propertyLiens upon any property acquired, improvements thereto constructed or equipment hereafter acquired (or, in the case of improvements, constructed) improved by the Borrower or any Subsidiary; PROVIDED that (i) Subsidiary which are created or incurred within 360 days of such security interests acquisition, construction or improvement to secure Indebtedness permitted by Section 6.01(d), (ii) or provide for the payment of any part of the purchase price of such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (property or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real propertyconstruction or improvement, improvements or equipment at the time of including carrying costs (but no other amounts), provided that any such acquisition (or construction) and (iv) such security interests do Lien shall not apply to any other property or assets of the Borrower or any Subsidiary;
(i) Liens on the property or assets of any Subsidiary in favor of the Borrower;
(j) extensions, renewals and replacements of Liens arising out referred to in paragraphs (a) through (i) of judgments this Section 6.01, provided that any such extension, renewal or awards replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in respect of which Holdings, an amount not greater than the Borrower or any amount of the Subsidiaries shall in good faith be prosecuting an appeal obligations secured by the Lien extended, renewed or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingreplaced;
(k) Liens any Lien of the type described in clause (c) of the definition of the term “Lien” on assets securities imposed pursuant to an agreement entered into for the sale or disposition of Foreign Subsidiariessuch securities pending the closing of such sale or disposition; provided that (i) such Liens do not extend to, sale or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)disposition is otherwise permitted hereunder;
(l) Liens on investments made by Melody arising in connection with any Permitted Receivables Program (to the Melody Loan Arbitrage Facility extent the sale by the Borrower or the Melody Mortgage Warehousing Facility applicable Subsidiary of its accounts receivable is deemed to secure Indebtedness under give rise to a Lien in favor of the Melody Loan Arbitrage Facility, if purchaser thereof in such investments were acquired by Melody with accounts receivable or the proceeds of such Indebtedness;thereof); and
(m) Liens on commercial mortgage loans originated and owned to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Melody or any Mortgage Banking Subsidiary pursuant to Liens that would not be permitted but for this clause (m), when aggregated with the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset amount of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i6.04(h); PROVIDED that , does not exceed the greater of (i) such Lien was not created in contemplation of $750,000,000 or in connection with such acquisition and (ii) such Lien does not apply 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to any property Section 3.05 or assets of 5.04(a) or (b), as the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000case may be.
Appears in 2 contracts
Samples: Credit Agreement (Raytheon Co/), 364 Day Competitive Advance and Revolving Credit Facility (Raytheon Co/)
Liens. CreateEach Borrower shall not, and shall cause its Subsidiaries to not, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property Property, any Equity Interests in any Borrower or assets any Subsidiary of Borrower, any Hotel Property or any other asset of any kind (including Equity Interests any document or other securities instrument in respect of goods or accounts receivable) of such Borrower or any personSubsidiary of Borrower, including any Subsidiary) whether now owned or hereafter acquired by it acquired, leased (as lessee), or on licensed (as licensee), or any income income, profits, or revenues royalties therefrom, or rights file or permit the filing of, or permit to remain in respect effect, any financing statement or other similar notice of any thereofLien with respect to any such Property, Hotel Property, asset, income, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any applicable intellectual property laws, rules or procedures, except:
(a) Liens on property or assets in favor of Collateral Agent for the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderbenefit of DIP Secured Parties granted pursuant to any Loan Document;
(b) any Lien created under the Loan Documents[reserved];
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created Liens granted in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets favor of the Borrower or any Subsidiarylenders and administrative agents under the Subsidiary Loan Agreements;
(d) Liens for taxesexisting on the Closing Date described in Schedule 6.2; provided, feesthat (i) the property covered thereby is not changed, assessments (ii) the principal amount secured or other governmental charges benefited thereby incurred prior to the Petition Date is not yet due increased, and (iii) the direct or which are being contested in compliance any contingent obligor with Section 5.03respect thereto is not changed;
(e) Liens for Taxes (i) not yet due or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and adequate reserves have been made in accordance with GAAP or (ii) the payment of which is prohibited, stayed or excused by the Bankruptcy Code or Bankruptcy Court;
(f) statutory Liens of landlords, of carriers', warehousemen's, mechanics', materialmen's, repairmen's , workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or other like Liens arising ERISA or a violation of Section 436 of the Internal Revenue Code), in each case incurred in the ordinary course of business and securing obligations business, provided, that such Liens are not due in imminent danger of foreclosure and payable or which are being contested in compliance with Section 5.03would not otherwise reasonably be expected to have a Material Adverse Effect;
(fg) pledges and deposits made in the ordinary course of business in compliance with workmen's workers’ compensation, unemployment insurance and other social security laws or regulations, or Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP or imposed by ERISA;
(gh) deposits easements, rights-of-way, restrictions, encroachments, covenants, additions, restrictions, encroachments and other similar matters, in each case that do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrowers and its Subsidiaries taken as a whole;
(i) customary rights of set-off, banker’s liens and other similar Liens arising by operation of law or by the terms of documents of banks or other financial institutions in relation to secure the ordinary maintenance and administration of Deposit Accounts or Securities Accounts, provided, that such Liens are not in imminent danger of foreclosure and would not otherwise reasonably be expected to have a Material Adverse Effect;
(j) non-exclusive licenses, whether written, oral or implied, in effect as of the Petition Date to such Borrower’s Intellectual Property used or required by other Borrowers or Borrowers’ Subsidiaries in their respective businesses as conducted or contemplated to be conducted, including such licenses as memorialized in writing after the Closing Date;
(k) Liens securing judgments to the extent and so long as such judgments do not individually or in the aggregate constitute an Event of Default under Section 8.1(e), so long as such Liens (i) are adequately bonded and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made or (ii) are stayed by the Bankruptcy Court;
(l) (i) licenses, sublicenses, leases or subleases granted by any Subsidiary Owner to other Persons not materially interfering with the conduct of the business of any Subsidiary Owner and (ii) any interest or title of a lessor, sublessor or licensor under any lease or license agreement permitted by this Agreement and the Subsidiary Loan Agreements to which any Subsidiary Owner is a party;
(m) with respect to any Subsidiary Owner and its Property, Liens securing the performance of bids, trade tenders, leases, contracts (other than for Indebtedness), leases (other than Capital Lease Obligations)and purchases from vendors and suppliers in the ordinary course of business, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness (exclusive of obligations in respect of the payment for borrowed money), to the extent permitted under the applicable Subsidiary Loan Agreement(s);
(hn) zoning restrictions, easements, rights-of-way, restrictions Liens on use of real property and other similar encumbrances incurred pledges or deposits in the ordinary course securing liability for reimbursement or indemnification obligations of business which(including obligations in respect of letters of credit and bank guarantees for the benefit of) insurance carriers providing property, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto casualty or interfere with the ordinary conduct of the business of liability insurance to the Borrower or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in to the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness extent permitted by Section 6.01(d), (ii) such security interests are incurred, under this Agreement and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody applicable Subsidiary Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(iAgreement(s); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;and
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' lienson insurance policies and proceeds thereof, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provideddeposits, that (i) such deposit account is not a dedicated cash collateral account to secure insurance premium financings permitted under Section 6.1(h). For the avoidance of doubt, and is not subject notwithstanding anything to restrictions against access by the contrary herein or in any other Loan Document, no Borrower shall, and each Borrower shall cause each of its Subsidiaries to not, grant or permit to occur any Lien on any Equity Interests in any Borrower or any Subsidiary in excess of Borrower, other than those set forth by regulations promulgated by Liens existing as of the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens Petition Date in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000liens granted to lenders under the Subsidiary Loan Agreements.
Appears in 2 contracts
Samples: Dip Credit Agreement (Hospitality Investors Trust, Inc.), Restructuring Support Agreement (Hospitality Investors Trust, Inc.)
Liens. Create, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or assets (including Equity Interests or other securities of any personrevenues, including any Subsidiary) whether now owned or hereafter acquired by acquired; sign or suffer to exist any security agreement authorizing any Person thereunder to file a financing statement; sell any of its property or assets subject to an understanding or agreement (contingent or otherwise) to repurchase such property or assets with recourse to it or on any income of its Restricted Subsidiaries; or revenues assign as security or otherwise transfer as security any accounts or other rights in respect to receive income, other than, as to all of any thereofthe above, except:(each, a “Permitted Lien”):
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided imposed by law for Taxes that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges are not yet due or which are being contested in compliance with Section 5.039.3 (other than clause (a)(iv) of such section);
(eb) carriers'Carriers’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's or ’s and other like Liens imposed by applicable Laws, arising in the ordinary course of business and securing obligations that are not due and payable overdue by more than thirty (30) days or which are being contested in compliance with Section 5.039.3 (other than clause (a)(iv) of such section);
(fc) pledges Pledges and deposits made in the ordinary course of business in compliance with workmen's workers’ compensation, unemployment insurance and other social security laws or regulations;
(g) , other than any Lien imposed by ERISA; provided, however, that Permitted Liens shall not include any pledges or deposits to secure California workers’ compensation self-insurance liabilities of, or originally incurred by, SVU, NAI or any of their current or former Subsidiaries attributable to periods prior to the Original Closing Date.
(d) Pledges and deposits to secure or relating to the performance of bids, trade contracts, government contracts (other than for Indebtedness), and leases (other than Capital Lease ObligationsIndebtedness), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hi) Liens in respect of judgments that would not constitute an Event of Default hereunder, and (ii) notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings that have the effect of preventing the forfeiture or sale of the property or assets subject to such notices and rights and for which adequate reserves have been made to the extent required by GAAP;
(f) (i) Easements, covenants, conditions, restrictions, building code laws, zoning restrictions, easements, rights-of-way, restrictions way and similar encumbrances on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are that do not substantial in amount secure any monetary obligations and do not materially detract from the value of the affected property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower Loan Parties taken as a whole and such other minor title defects or survey matters that are disclosed by current surveys that, in each case, do not materially interfere with the current use of the real property; (ii) mortgages, liens, security interests, restrictions, encumbrances or any other matters of its Subsidiariesrecord that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party (in each case, other than Holdings or any Restricted Subsidiary) on property over which Holdings or any Restricted Subsidiary of Holdings has easement rights or on any leased property with respect to which Holdings or a Restricted Subsidiary is the tenant and subordination or similar arrangements relating thereto and (iii) any condemnation or eminent domain proceedings affecting any real property;
(ig) purchase money security interests in real propertyLiens existing on the Escrow Release Date and listed on Schedule 10.1 and any renewals or extensions thereof, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d)the property covered thereby is not changed, (ii) such security interests are incurred, and the Indebtedness amount secured or benefited thereby is created, within 90 days after such acquisition not increased (or constructionother than as permitted as “Permitted Indebtedness”), (iii) the Indebtedness secured thereby does direct or any contingent obligor with respect thereto is not exceed 100% of the cost of such real propertychanged, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do any renewal or extension of the obligations secured or benefited thereby is otherwise permitted hereunder) (provided that clauses (i) and (iii) shall not apply to Indebtedness incurred to refinance, refund, extend, renew or replace the Existing Safeway Notes);
(h) Liens on fixed or capital assets acquired by any Loan Party securing Indebtedness permitted under Section 10.3(c) so long as such Liens shall not extend to any other property or assets of the Borrower or Loan Parties, other than replacements thereof and additional and accessions to such property and the products and proceeds thereof;
(i) Liens pursuant to any SubsidiaryFinancing Agreements;
(j) Landlords’ and lessors’ Liens arising out of judgments or awards in respect of which Holdingsrent not in default for more than any applicable grace period, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards not to exceed thirty (and any cash and the fair market value of any property subject to such Liens30) does not exceed $7,500,000 at any time outstandingdays;
(k) Possessory Liens on assets in favor of Foreign Subsidiaries; brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the Escrow Release Date and Permitted Investments, provided that such liens (ia) attach only to such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, Investments and (iib) such Liens secure only Indebtedness incurred by obligations arising in connection with the acquisition or disposition of such Foreign Subsidiary pursuant to Section 6.01(h)Investments and not any obligation in connection with margin financing;
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision provisions relating to bankers' banker’s liens, liens in favor of securities intermediaries, rights of set-off setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions and securities intermediaries and other Liens securing cash management services and “bank products” in the ordinary course of business;
(m) Liens arising from precautionary UCC filings regarding “true” operating leases or, to the extent permitted under the Financing Agreement, the consignment of goods to a creditor depository institutionLoan Party or Liens on equipment of the Borrowers and their Subsidiaries granted in the ordinary course of business to a client or supplier at which such equipment is located;
(n) Voluntary Liens on property in existence at the time such property is acquired pursuant to a Permitted Acquisition or other Permitted Investment or on such property of a Restricted Subsidiary of a Loan Party in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition or other Permitted Investment (or otherwise acquisition not prohibited hereunder) or is otherwise merged or consolidated with a Restricted Subsidiary; provided, that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition or other Permitted Investment and do not attach to any other assets of any Loan Party or any Restricted Subsidiary;
(o) Liens in favor of customs and revenues authorities imposed by applicable Laws arising in the ordinary course of business in connection with the importation of goods and securing obligations (i) such deposit account is that are not a dedicated cash collateral account and is not subject to restrictions against access overdue by more than thirty (30) days, or (ii)(A) that are being contested in good faith by appropriate proceedings, (B) the Borrower applicable Loan Party or any Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in excess of those set forth by regulations promulgated by the Board accordance with GAAP and (iiC) such deposit account is not intended by contest effectively suspends collection of the Borrower or contested obligation and enforcement of any Subsidiary to provide collateral to Lien securing such depository institution; andobligation;
(p) Liens consisting of claims under PACA or PASA;
(q) Liens on cash collateral deposited into any escrow account issued in connection with any Acquisition pursuant to customary escrow arrangements reasonably satisfactory to the Agent to the extent such cash collateral represents the proceeds of such financing and additional amounts to pay accrued interest and/or the redemption price of such securities;
(r) Liens securing Permitted Ratio Debt and any Permitted Refinancing thereof;
(s) Liens or rights of setoff against credit balances of Loan Parties or Restricted Subsidiaries with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to such Loan Party or Restricted Subsidiary in the ordinary course of business, but not Liens on or rights of setoff against any other property or assets of Loan Parties or Restricted Subsidiaries to secure the obligations of Loan Parties or Restricted Subsidiaries to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks;
(t) Security interests in investments in purchasing cooperatives permitted by Section 10.2, which are granted to the applicable cooperative to secure obligations of a Loan Party to such cooperative arising in connection with purchases from such cooperative or other customary transactions between such Loan Party and such cooperative;
(u) The security or other interests of MoneyGram in the Trust Funds, which are granted to MoneyGram to secure the obligations of the Loan Parties arising under the MoneyGram Agreement; provided that such security interest of MoneyGram in the Trust Funds is subordinate to that of the Agent and does not extend to any of the property of the Loan Parties other than the Trust Funds;
(v) Liens described in Schedule B of the Mortgage Policies insuring Mortgages (which, for the avoidance of doubt, shall include Liens on Real Property described in Schedule 10.1);
(w) Liens solely on any xxxx xxxxxxx money deposits made by a Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder or consisting of an agreement to sell any property (including liens on assets deemed to arise as a result thereof);
(x) Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” arising in connection with a Qualified Receivables Financing;
(y) Liens on Collateral securing ABL Facility Indebtedness permitted by Section 10.3(t) which Liens shall at all times be subject to the ABL Intercreditor Agreement;
(z) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;
(aa) Deposits made in the ordinary course of business to secure liability to insurance carriers and Liens arising by operation of law or contract on insurance policies and the proceeds thereof to secure premiums thereunder, and Liens, pledges and deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations of (including obligations in respect of obligations letters of credit or bank guarantees for the benefits of) insurance carriers;
(bb) any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses (including software and other than Indebtednesstechnology licenses) entered into by a Borrower or any of its Subsidiaries in the ordinary course of business;
(cc) Liens on property the assets of, and Equity Interests in, Real Estate Financing Loan Parties pursuant to a Qualified Real Estate Financing Facility;
(dd) Liens in favor of any Loan Party;
(ee) Liens incurred by a Restricted Subsidiary that is not a Loan Party securing any Permitted Indebtedness of a Restricted Subsidiary that is not a Loan Party (ff) Liens on the Collateral securing Permitted Notes issued pursuant to Section 10.3(u) so long as such Liens are subject to (i) the Intercreditor Agreements as Liens securing “Additional Senior Debt” if such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Liens securing the Obligations, or (ii) a fair market value not in excess of $2,000,000.customary intercreditor agreement as Liens securing “Additional Junior Debt” or equivalent term if such Indebtedness is secured by the Collateral on a junior priority basis to the Liens securing the Obligations;
Appears in 2 contracts
Samples: Term Loan Agreement (Safeway Stores 42, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)
Liens. CreateIn the case of the Borrowers, create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the such Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.026.01; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiarysuch Borrower; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiarysuch Borrower;
(dc) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(ed) carriers', warehousemen's, mechanics'mechanic's, materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(fe) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(gf) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariessuch Borrower;
(ih) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiarysuch Borrower; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (ivii) such security interests do not apply to any other property or assets of the such Borrower or any Subsidiary;
(ji) Liens arising out of judgments any Lien (a "replacement Lien") replacing, refinancing, extending or awards in respect of which Holdingsrenewing any Lien permitted under clause (a), the Borrower (b) or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liensh) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiariesabove; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiariesreplacement Lien shall secure only those obligations that are secured by, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does shall not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory Borrower other than property of such Borrower subject to, the Lien replaced, refinanced, extended or common law provision relating to bankers' liens, rights renewed by such replacement Lien on the date of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) incurrence of such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutionreplacement Lien; and
(pj) other Liens securities repurchase agreements entered into in respect the ordinary course of obligations (other than Indebtedness) on property business with a fair market value not in excess maturity of $2,000,000less than one year.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Popular Inc), 364 Day Credit Agreement (Popular Inc)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(db) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.037.03;
(ec) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable for a period of more than thirty (30) days or which are being contested in compliance with Section 5.037.03;
(fd) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(ge) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety surety, appeal, performance, bid, customs and appeal bonds, performance return-of-money bonds and other obligations of a like nature incurred in the ordinary course of business;
(hf) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(ig) purchase money security interests in real property, improvements thereto Liens on fixed or equipment capital assets hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED Subsidiary that secure Indebtedness permitted by Section 8.01(c), provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests Liens are incurred, and the Indebtedness secured thereby is created, within 90 ninety (90) days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (ivii) such security interests Liens do not apply to any other property or assets of the Borrower or any Subsidiary;
(jh) Liens on the property of Finsub incurred pursuant to the Receivables Program Documentation and precautionary filings in respect of non-recourse factoring of accounts receivable by Foreign Subsidiaries that is permitted under Section 8.05(b);
(i) Liens arising out of judgments or awards that do not constitute an Event of Default under Section 9.01(h) or in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that ;
(j) Liens solely on any xxxx xxxxxxx money or escrow deposits made by the aggregate amount Borrower or any Subsidiary in connection with any letter of all such judgments intent or awards (and purchase agreement relating to any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingtransaction permitted under Section 8.05;
(k) Liens on assets of Foreign Subsidiaries; provided that property (iincluding Equity Interests) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
Acquisition of such property (opursuant to an Acquisition permitted hereunder) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral the extent the Liens on such assets secure Indebtedness permitted by Section 8.01(j) or other obligations permitted by this Agreement; provided that such Liens attach at all times only to the same assets that such depository institutionLiens (other than after acquired property that is affixed or incorporated into the property covered by such Lien) attached to, and secure only the same Indebtedness or obligations (including any extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (except by an amount equal to unpaid accrued interest and premium thereon at such time plus reasonable fees and expenses incurred in connection with such extensions, renewals or replacements)); provided, further, that the aggregate principal amount of Indebtedness secured by such Liens shall not exceed $75,000,000 at any one time outstanding;
(l) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any other Subsidiary in the ordinary course of business and permitted by this Agreement;
(m) 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 in the ordinary course of business;
(n) Liens on premium refunds granted in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums;
(o) Liens (i) on cash advances in favor of the seller of any property to be acquired pursuant to an Investment permitted under Section 8.04 to be applied against the purchase price for such Investment, (ii) on or with respect to Equity Interests in Joint Ventures that secure the obligations of such Joint Venture and (iii) consisting of an agreement to dispose of any property in a disposition permitted under Section 8.05, in each case, solely to the extent such Investment (including such Joint Venture) or disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(p) Liens existing on the Closing Date and set forth on Schedule 8.02; provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations which it secures on the Closing Date (and extensions, renewals and replacements of any such obligations that do not increase the outstanding principal amount thereof (except by an amount equal to any unpaid accrued interest and premium thereon at such time plus reasonable fees and expenses incurred in connection with such extensions, renewals or replacements)); and
(pq) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000securing Indebtedness permitted by Section 8.01(k).
Appears in 2 contracts
Samples: Credit Agreement (Flowserve Corp), Credit Agreement (Flowserve Corp)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and or any of its Subsidiaries existing on the date hereof and except, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $5,000,000 that is not set forth in Schedule 6.02; 6.01, provided that such all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED , provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary;
(dc) Liens for taxes, fees, assessments or other governmental charges taxes not yet past due or which are being contested in compliance with Section 5.03;
(ed) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(fe) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(gf) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligationscapital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(ih) purchase money security interests in real propertyLiens upon any property acquired, improvements thereto constructed or equipment hereafter acquired (or, in the case of improvements, constructed) improved by the Borrower or any Subsidiary; PROVIDED that (i) Subsidiary which are created or incurred within 360 days of such security interests acquisition, construction or improvement to secure Indebtedness permitted by Section 6.01(d), (ii) or provide for the payment of any part of the purchase price of such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (property or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real propertyconstruction or improvement, improvements or equipment at the time of including carrying costs (but no other amounts), provided that any such acquisition (or construction) and (iv) such security interests do Lien shall not apply to any other property or assets of the Borrower or any Subsidiary;
(i) Liens on the property or assets of any Subsidiary in favor of the Borrower;
(j) extensions, renewals and replacements of Liens arising out referred to in paragraphs (a) through (i) of judgments this Section 6.01, provided that any such extension, renewal or awards replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in respect of which Holdings, an amount not greater than the Borrower or any amount of the Subsidiaries shall in good faith be prosecuting an appeal obligations secured by the Lien extended, renewed or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingreplaced;
(k) Liens any Lien of the type described in clause (c) of the definition of the term "Lien" on assets securities imposed pursuant to an agreement entered into for the sale or disposition of Foreign Subsidiariessuch securities pending the closing of such sale or disposition; provided that (i) such Liens do not extend to, sale or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)disposition is otherwise permitted hereunder;
(l) Liens on investments made by Melody arising in connection with any Permitted Receivables Program (to the Melody Loan Arbitrage Facility extent the sale by the Borrower or the Melody Mortgage Warehousing Facility applicable Subsidiary of its accounts receivable is deemed to secure Indebtedness under give rise to a Lien in favor of the Melody Loan Arbitrage Facility, if purchaser thereof in such investments were acquired by Melody with accounts receivable or the proceeds of such Indebtedness;thereof); and
(m) Liens on commercial mortgage loans originated and owned to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Melody or any Mortgage Banking Subsidiary pursuant to Liens that would not be permitted but for this clause (m), when aggregated with the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset amount of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i6.04(h); PROVIDED that , does not exceed the greater of (i) such Lien was not created in contemplation of $100,000,000 or in connection with such acquisition and (ii) such Lien does not apply 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to any property Section 3.05 or assets of 5.04(a) or (b), as the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000case may be.
Appears in 2 contracts
Samples: 364 Day Competitive Advance and Revolving Credit Facility (Raytheon Co/), 364 Day Competitive Advance and Revolving Credit Facility (Raytheon Co/)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of Parent and the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens (i) shall not apply to any other property or asset of Parent or any Subsidiary and (ii) shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges taxes that are not yet due and payable or which are being contested in compliance with Section 5.03;
(ed) statutory Liens of landlords and carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(fe) pledges and or deposits made in the ordinary course of business in compliance connection with workmen's workers’ compensation, unemployment insurance and other social security laws or regulations;
(gf) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business affecting real property which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower Parent or any Subsidiary;
(h) Liens securing judgments for the payment of its Subsidiariesmoney (or appeal or other surety bonds relating to such judgments), provided that no such judgment constitutes an Event of Default under clause (i) of Article VII;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower Parent or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01(d)6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower Parent or any Subsidiary;
(j) Liens arising out of judgments any Lien existing on any property or awards in respect of which Holdings, asset prior to the Borrower acquisition thereof by Parent or any of the Subsidiaries shall in good faith be prosecuting an appeal Subsidiary or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at becomes a Subsidiary after the date hereof prior to the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i)Subsidiary; PROVIDED provided that (i) such Lien was is not created in contemplation of or in connection with such acquisition and or such person becoming a Subsidiary, as the case may be, (ii) such Lien does not apply to any other property or assets asset of Parent or any Subsidiary and (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof permitted by this Agreement;
(k) licenses, leases or subleases granted to others not interfering in any material respect with the business of Parent or any Subsidiary;
(l) any interest or title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(n) Liens of a collection bank arising in the ordinary course of business under Section 4-210 of the Borrower or any other SubsidiaryUniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon;
(o) Liens of sellers of goods to Parent and any Subsidiary arising solely by virtue under Article 2 of any statutory or common law provision relating to bankers' liens, rights of set-off the Uniform Commercial Code in effect in the relevant jurisdiction or similar rights provisions of applicable law in the ordinary course of business, covering only the goods sold and remedies as securing only the unpaid purchase price for such goods and related expenses;
(p) Liens in the nature of municipal ordinances, zoning, entitlement, land use and environmental regulation;
(q) Liens in connection with the WMG Guarantee Arrangement, provided that such Liens attach only to deposit accounts or other funds maintained with a creditor depository institution; provided, the property that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary WMG Guarantee Arrangement;
(r) Liens to secure Indebtedness of the type referred to in excess clause (m) of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutionSection 6.01; and
(ps) other Liens in respect to secure the Existing Letters of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000Credit.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Wellcare Health Plans, Inc.)
Liens. Create, incur, assume or suffer to exist, or permit their Subsidiaries to exist create, incur, assume or suffer to exist, any Lien on any of their respective property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofacquired, exceptother than:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth disclosed in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on 9.03 hereto, but not any extension, renewal or increase in the date hereof and extensions, renewals and replacements thereof permitted hereunderamount thereof;
(b) Purchase money mortgages or other purchase money Liens (including, without limitation, finance leases) upon any fixed or capital assets hereafter acquired, or Liens (including, without limitation, finance leases) on any such assets hereafter acquired or existing at the time of acquisition of such assets, whether or not assumed, so long as (w) any such Lien created does not extend to or cover any other asset of the Borrowers or their Subsidiaries (except with respect to proceeds of such asset), (x) such Lien secures the obligation to pay the purchase price of such asset (or the obligation under such finance lease) only, (y) the Loan Documentsprincipal amount secured by each such Lien does not exceed the unpaid purchase price for such asset and (z) the aggregate amount of Indebtedness secured by such purchase money Liens shall not exceed $25,000 at any time;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's 's, or other like Liens arising in the ordinary course of business and securing obligations that sums which are not due and payable or which are being contested in compliance with Section 5.03overdue;
(fd) pledges and or deposits to secure obligations under worker's compensation laws or similar legislation;
(e) pledges or deposits to secure performance in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases made in the ordinary course of business in compliance with workmen's compensationby the Borrower, unemployment insurance and other social security laws as lessee;
(f) deposits to secure public or regulationsstatutory obligations of the Borrowers or their Subsidiaries;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred Liens in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value favor of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000Lender.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Ambi Inc), Revolving Credit and Term Loan Agreement (Ambi Inc)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Parent Borrower and its the Subsidiaries existing on the date hereof and set forth in Schedule 6.026.02(a); provided PROVIDED that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the any Borrower or any Subsidiary; Subsidiary pursuant to a Permitted Acquisition, PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply or extend to any other property or assets of the any Borrower or any Subsidiary;
(d) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;5.03 or Liens for unpaid local or state taxes that are not in the aggregate material.
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03the aggregate material;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its SubsidiariesBorrowers and the Subsidiaries taken as a whole;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the any Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d)6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 180 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% the lesser of the cost and the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the any Borrower or any Subsidiary;
(j) Liens arising out any Lien securing Indebtedness permitted by Section 6.01(g), PROVIDED that such Lien does not apply or extend to any other assets or property of judgments or awards in respect of which Holdings, the any Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingSubsidiary;
(k) Liens any Lien on an asset sold pursuant to a sale and leaseback transaction permitted by Section 6.03, PROVIDED that such Lien does not apply or extend to any other assets or property of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the any Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)Subsidiary;
(l) Liens on investments made any Lien securing Indebtedness permitted by Melody 6.01(i), PROVIDED that such Indebtedness is subordinated and evidenced by a note pledged in connection accordance with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such IndebtednessSection 6.01(i);
(m) Liens on commercial mortgage loans originated accounts receivables and owned by Melody or related assets financed in connection with any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing FacilityPermitted Receivables Financing;
(n) any Lien existing on any property or asset of any person Liens securing Refinancing Indebtedness, to the extent that exists at the time such person becomes a Subsidiary and that Indebtedness being refinanced was originally permitted to be secured Indebtedness permitted by pursuant to this Section 6.01(i); 6.02, PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) any such Lien does not apply or extend to any property or assets of the any Borrower or any Subsidiary other Subsidiarythan property or assets subject to the Liens securing the Indebtedness being refinanced;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liensliens and Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business consistent with past practices in connection with title insurance, rights purchase agreements, judgment liens (if released, bonded or stayed within 60 days) and leases and subleases;
(p) prejudgment liens in respect of set-off or similar rights and remedies as to deposit accounts or other funds maintained property of a Foreign Subsidiary that is incurred in connection with a creditor depository institution; providedclaim or action against such Foreign Subsidiary before a court or tribunal outside of the United States, PROVIDED that such liens do not, individually or in the aggregate, have a Material Adverse Effect;
(iq) Liens on the assets of the Insurance Subsidiaries securing self insurance and reinsurance obligations and letters of credit or bonds issued in support of such deposit account is not a dedicated cash collateral account self insurance and is not reinsurance obligations, PROVIDED that the assets subject to restrictions against access by such Liens shall only be assets of the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutionInsurance Subsidiaries; and
(pr) other Liens deposits made prior to 1992 plus interest and income earned thereon to secure the Parent Borrower's obligations in respect of obligations (other than Indebtedness) on property with a fair market value not in excess its Public Issue of $2,000,0007.5% Dual Currency Swiss Franc Bonds dated 1986 and due 1998/2001.
Appears in 2 contracts
Samples: Credit Agreement (Magellan Health Services Inc), Credit Agreement (Magellan Health Services Inc)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary;
(d) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(e) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for IndebtednessIndebtedness for borrowed money), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d)6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iviii) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out judgment liens securing judgments that have not resulted in an Event of judgments Default under Article VII;
(k) non-exclusive licenses of Intellectual Property granted in the ordinary course of business;
(l) any interest or awards in respect title of which Holdings, a lessor under any lease entered into by the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect the ordinary course of which there shall be secured a subsisting stay of execution pending such appeal or proceedingsbusiness and covering only the assets so leased; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;and
(m) Liens on commercial mortgage loans originated and any matter that would be disclosed by an accurate survey or inspection of real property owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access leased by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Ryan's Restaurant Leasing Company, LLC), Amendment Agreement (Buffets Holdings, Inc.)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and or any of its Subsidiaries existing on the date hereof and except, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $5,000,000 that is not set forth in Schedule 6.02; 6.01, provided that such all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED , provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary;
(dc) Liens for taxes, fees, assessments or other governmental charges taxes not yet past due or which are being contested in compliance with Section 5.03;
(ed) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(fe) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(gf) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligationscapital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(ih) purchase money security interests in real propertyLiens upon any property acquired, improvements thereto constructed or equipment hereafter acquired (or, in the case of improvements, constructed) improved by the Borrower or any Subsidiary; PROVIDED that (i) Subsidiary which are created or incurred within 360 days of such security interests acquisition, construction or improvement to secure Indebtedness permitted by Section 6.01(d), (ii) or provide for the payment of any part of the purchase price of such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (property or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real propertyconstruction or improvement, improvements or equipment at the time of including carrying costs (but no other amounts), provided that any such acquisition (or construction) and (iv) such security interests do Lien shall not apply to any other property or assets of the Borrower or any Subsidiary;
(i) Liens on the property or assets of any Subsidiary in favor of the Borrower;
(j) extensions, renewals and replacements of Liens arising out referred to in paragraphs (a) through (i) of judgments this Section 6.01, provided that any such extension, renewal or awards replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in respect of which Holdings, an amount not greater than the Borrower or any amount of the Subsidiaries shall in good faith be prosecuting an appeal obligations secured by the Lien extended, renewed or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingreplaced;
(k) Liens any Lien of the type described in clause (c) of the definition of the term “Lien” on assets securities imposed pursuant to an agreement entered into for the sale or disposition of Foreign Subsidiariessuch securities pending the closing of such sale or disposition; provided that (i) such Liens do not extend to, sale or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)disposition is otherwise permitted hereunder;
(l) Liens on investments made by Melody arising in connection with any Permitted Receivables Program (to the Melody Loan Arbitrage Facility extent the sale by the Borrower or the Melody Mortgage Warehousing Facility applicable Subsidiary of its accounts receivable is deemed to secure Indebtedness under give rise to a Lien in favor of the Melody Loan Arbitrage Facility, if purchaser thereof in such investments were acquired by Melody with accounts receivable or the proceeds of such Indebtedness;thereof); and
(m) Liens on commercial mortgage loans originated and owned to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Melody or any Mortgage Banking Subsidiary pursuant to Liens that would not be permitted but for this clause (m), when aggregated with the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset amount of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i6.04(h); PROVIDED that , does not exceed the greater of (i) such Lien was not created in contemplation of $100,000,000 or in connection with such acquisition and (ii) such Lien does not apply 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to any property Section 3.05 or assets of 5.04(a) or (b), as the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000case may be.
Appears in 2 contracts
Samples: 364 Day Competitive Advance and Revolving Credit Facility, 364 Day Competitive Advance and Revolving Credit Facility (Raytheon Co/)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any personPerson, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of or any thereof, or sell or transfer any account receivable or any right in respect thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02SCHEDULE 10.2; provided PROVIDED that such Liens shall secure only those obligations which that they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do shall not apply to any other property or assets of the Borrower or any Subsidiary;
(jb) Liens any Lien arising out as a result of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;transaction permitted under SECTION 10.5(E).
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(nc) any Lien existing on any property or asset of the Borrower or any person that exists at Subsidiary prior to the time such person becomes a acquisition thereof by the Borrower or any Subsidiary and that secured securing Indebtedness permitted by Section 6.01(iSECTION 10.1(J); PROVIDED that (i) such Lien was is not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any other property or asset of the Borrower or any Subsidiary;
(d) Liens (other than any Lien imposed by ERISA) incurred and pledges and deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance, old-age pensions, retiree health benefits and other social security benefits and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations;
(e) Liens securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations surety, customs and appeal bonds and other obligations of a like nature, incurred as an incident to and in the ordinary course of business;
(f) Liens imposed by law, such as carriers', warehousemen's, mechanics', materialmen's and vendors' liens, incurred in good faith in the ordinary course of business and securing obligations which are not yet due or which are being contested in good faith by appropriate proceedings as to which the Borrower or a Subsidiary, as the case may be, shall have, to the extent required by GAAP, set aside on its books adequate reserves;
(g) Liens securing the payment of taxes, assessments and governmental charges or levies, either (i) not delinquent or (ii) being contested in good faith by appropriate legal or administrative proceedings and as to which the Borrower or a Subsidiary, as the case may be, shall have, to the extent required by GAAP, set aside on its books adequate reserves;
(h) zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of property or irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee) which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;
(i) Liens on the property or assets of any Subsidiary in favor of the Borrower or any other Wholly-Owned Subsidiary;
(j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this SECTION 10.2; PROVIDED that any such extension, renewal or replacement Lien shall be limited to the property or assets (or improvements thereon) covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced;
(k) attachment or judgment Liens not giving rise to an Event of Default and which are being contested in good faith by appropriate proceedings;
(l) leases or subleases of equipment to customers that do not materially interfere with the conduct of the business of the Borrower and its Subsidiaries taken as a whole;
(m) Liens consisting of interests of lessors under Capital Leases permitted hereunder;
(n) any Lien created to secure all or any part of the purchase price, or to secure Indebtedness incurred or assumed to pay all or any part of the purchase price or cost of construction, of property acquired or constructed by the Borrower or a Subsidiary after the date hereof; PROVIDED, that (i) any such Lien shall be confined solely to the item or items of such property (or improvement therein) so acquired or constructed and, if required by the terms of the instrument creating such Lien, other property (or improvement thereon) which is an improvement to such acquired or constructed property, (ii) any such Lien shall be created contemporaneously with, or within ten (10) Business Days after, the acquisition or construction of such property, and (iii) such Lien does not exceed an amount equal to 85% (100% in the case of Capital Leases) of the fair market value of such assets (as determined in good faith by the Board of Supervisors of the Borrower) at the time of acquisition thereof;
(o) Liens arising solely securing Indebtedness permitted by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutionSECTION 10.1(L); and
(p) other Liens securing Indebtedness (including interests of lessors under Capital Leases) permitted by SECTION 10.1, so long as immediately after giving effect thereto, the aggregate amount of the Indebtedness secured by such Liens shall not exceed 2.5% of Total Assets (as defined in the Senior Note Agreement). Notwithstanding the foregoing, the Borrower will not, and will not permit any Subsidiary to, create, assume or incur any Lien upon or with respect to any of obligations (other than Indebtedness) its proprietary software developed by or on property with a fair market value not in excess behalf of $2,000,000the Borrower or its Affiliates and necessary and useful for the conduct of the Business.
Appears in 2 contracts
Samples: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)
Liens. Create, incurNo Company shall create, assume or permit suffer to exist any Lien on upon any of its property or assets (including Equity Interests or other securities of any personassets, including any Subsidiary) whether now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, exceptacquired; provided that this Section shall not apply to the following:
(a) Liens on property or assets for taxes, assessments, fees and other governmental charges, and for claims, the payment of which is not at the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereundertime required by Section 5.2 hereof;
(b) any Lien created under statutory Liens of landlords and liens of carriers, warehousemen, mechanics, repairmen and materialmen incurred in the Loan Documentsordinary course of business for sums not yet due or, if due, the payment of which is not at the time required by Section 5.2 hereof;
(c) any Lien existing on any property or asset prior securing Indebtedness incurred to the acquisition thereof by the Borrower Lender or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation affiliate of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any SubsidiaryLender;
(d) Liens for taxes, fees, assessments or other governmental charges not yet due or which are being contested granted in compliance connection with Section 5.035.8(b);
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or Liens (other like Liens arising in the ordinary course than any lien created by section 4068 of business ERISA and securing obligations that are not due and payable an obligation of any employer or employers which are being contested in compliance with Section 5.03;
(fis delinquent) pledges and incurred or deposits made in the ordinary course of business in compliance connection with workmen's worker’s compensation, unemployment insurance and other types of social security laws security, or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations)tenders, statutory obligations, surety and appeal bonds, payment and performance bonds, return-of-money bonds and other similar obligations of a like nature (not incurred in connection with the ordinary course borrowing of businessmoney or the obtaining of advances or credits to finance the purchase price of property);
(hf) zoning restrictionsany attachment or judgment Lien, provided that the claims secured thereby, together with all other claims secured by any attachment or judgment lien, do not exceed $25,000, the execution or other enforcement of all such claims is effectively stayed, such claims are being actively contested in good faith by appropriate proceedings and the Companies shall have established on their books such reserves or other appropriate provisions, if any, as shall be required by GAAP and shall have furnished such security, if any, as shall have been required for such proceedings;
(g) easements, rights-of-way, restrictions on use of real property and other Liens incurred, and leases and subleases (including oil and gas leases and subleases), timber rights and other similar encumbrances incurred rights granted to others in the ordinary course of business which(but not incurred or granted in connection with the borrowing of money or the obtaining of advances or credits to finance the purchase price of property) and not, individually or in the aggregate, are not substantial in amount materially interfering with the use (actual or proposed) made or to be made of the properties and do not assets of Borrower, or materially detract detracting from the value of thereof; or
(h) other Liens which are incidental to the property subject thereto or interfere with the ordinary conduct of the Companies’ business or the ownership of its property and assets and which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially impair the use of such properties and assets in the operation of the Borrower Companies’ business. No Company shall enter into any contract or agreement that would prohibit Lender from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Company except for Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any securing Indebtedness of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness type permitted by Section 6.01(i5.8(d); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000.
Appears in 2 contracts
Samples: Credit and Security Agreement (JOINT Corp), Credit and Security Agreement
Liens. CreateNeither Borrower will, nor will El Paso permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries El Paso existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under Liens to secure the Loan DocumentsObligations;
(c) any Lien existing on any property or asset Operating Property prior to the acquisition thereof by the Borrower El Paso or any Subsidiary to secure Indebtedness assumed by El Paso or any Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the either Borrower or any Subsidiary;
(d) Liens for taxes, fees, taxes or assessments or other governmental charges by any Governmental Authority not yet due or which are being contested in compliance with Section 5.03;
(e) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, landlords’, licensors’ or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of El Paso’s business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(g) deposits by El Paso to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property or permit or license requirements and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business businesses of the Borrower or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower Borrowers or any Subsidiary;
(ji) Liens arising out to secure Indebtedness incurred by El Paso in connection with the acquisition or lease by El Paso in the ordinary course of judgments or awards in respect business, after the date hereof, of which Holdingsfurniture, fixtures, equipment and other assets not owned by El Paso on the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiariesdate hereof; provided that (i) such Liens do Indebtedness shall not extend to, or encumber, assets be secured by any Operating Property of El Paso other than the Operating Property with respect to which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, such Indebtedness is incurred and (ii) the Lien securing such Indebtedness shall be created within 90 days of the incurrence of such Indebtedness;
(j) the Lien of the Mortgage Indenture to secure First Mortgage Bonds in an aggregate principal amount not to exceed $400,000,000 issued to repurchase, repay or otherwise refinance the Indebtedness of El Paso under the Senior Unsecured Notes;
(k) Liens to secure only Indebtedness incurred by of any person existing at the time such Foreign Subsidiary pursuant to Section 6.01(h)person is merged into or consolidated with, or such person disposes of all or substantially all its properties (or those of a division) to, El Paso;
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under incurred by El Paso to acquire, construct, develop or substantially repair, alter or improve Operating Property or to provide funds for any such purpose or for reimbursement of funds previously expended for any such purpose; provided that such Indebtedness is incurred contemporaneously with, or within 24 months after, such acquisition or the Melody Loan Arbitrage Facilitycompletion of construction, if such investments were acquired by Melody with the proceeds of such Indebtednessdevelopment or substantial repair, alteration or improvement;
(m) Liens on commercial mortgage loans originated and owned to secure, directly or indirectly, El Paso’s obligations with respect to debt issued by Melody any Governmental Authority, including debt represented by securities issued by any such Governmental Authority (or providers of credit enhancement with respect to such securities), including, without limitation, El Paso’s obligations with respect to industrial development, pollution control or similar revenue bonds incurred for the purpose of financing all or any Mortgage Banking Subsidiary pursuant to part of the Melody Mortgage Warehousing Facilitypurchase price or the cost of substantially repairing or altering, constructing, developing or substantially improving El Paso’s Operating Property;
(n) any Lien existing Liens on any the property or asset of any person that exists at Finsub incurred pursuant to the time such person becomes a Subsidiary Receivables Program Documents and that secured Indebtedness permitted Liens in favor of Finsub granted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection El Paso with such acquisition and (ii) such Lien does not apply respect to any property or assets of Receivables purportedly sold to Finsub by El Paso pursuant to the Borrower or any other SubsidiaryReceivables Program;
(o) Liens arising solely by virtue the Lien in favor of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access the Mortgage Indenture Trustee created by the Borrower or any Subsidiary in excess Mortgage Indenture and securing the payment of those set forth by regulations promulgated by the Board its fees and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; andexpenses;
(p) one or more attachments or other similar Liens on assets of El Paso arising in respect of obligations connection with court proceedings (other than Indebtednessi) on property with a fair market value in an aggregate principal amount not in excess of $2,000,00010,000,000 (so long as El Paso has set aside adequate reserves therefor) or (ii) the execution of which has been stayed or which has been appealed and secured, if necessary, by an appeal bond; provided that in each case no Event of Default shall result therefrom;
(q) any Lien arising by operation of law on the assets of El Paso in favor of any Governmental Authority with respect to any franchise, grant, license, permit or contract; and
(r) Liens that are not otherwise permitted by any of the foregoing paragraphs of this Section 6.02; provided that, at the time that any such Lien is granted (and after giving effect thereto), the aggregate outstanding principal amount of all Indebtedness outstanding under Section 6.01(c) and Indebtedness secured by Liens permitted by this Section 6.02(r) shall not exceed 15% of Total Consolidated Capital.
Appears in 2 contracts
Samples: Note Purchase Agreement (El Paso Electric Co /Tx/), Credit Agreement (El Paso Electric Co /Tx/)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any personPerson, including the Borrower or any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderany Refinancing of the underlying obligations;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or assets of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary, as the case may be and any Refinancing of the underlying obligations; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisitionacquisition or such Person becoming a Subsidiary, and (ii) such Lien does not apply to any other property or assets of Holdings, the Borrower or any Subsidiary and (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and any Refinancing of such obligations;
(d) Liens for taxes, fees, assessments or other governmental charges or levies that are not yet due or which are being contested in compliance with Section 5.03;
(e) Statutory Liens of landlords, carriers', warehousemen's, mechanics', materialmen's, repairmen's , workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Code or other like Liens ERISA), in each case arising in the ordinary course of business and securing obligations (i) for amounts not yet overdue or (ii) for amounts that are not due overdue and payable or which that (in the case of amounts overdue for a period in excess of 45 days) are being contested in compliance with Section 5.03;
(f) pledges and deposits made Liens incurred in the ordinary course of business in compliance connection with workmen's worker’s compensation, unemployment insurance and other types of social security laws or regulationssecurity;
(g) deposits to secure Liens securing the performance of tenders, statutory obligations, surety and appeal bonds, bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory government contracts, trade contracts, performance and return-of-money bonds and any other similar obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in each case entered into in the ordinary course of businessbusiness and exclusive of obligations in respect of Indebtedness for borrowed money, so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof;
(h) Liens solely on xxxx xxxxxxx money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase agreement in connection with any acquisition not prohibited hereunder;
(i) zoning restrictions, easements, rights-of-way, encroachments, restrictions on use of real property and other similar encumbrances incurred imposed by law or arising in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(ij) purchase money security interests in real property, improvements thereto or equipment (including telecom equipment in the nature of inventory) or capital assets hereafter acquired (or, in the case of improvements, constructed) ), in each case, by the Borrower or any SubsidiarySubsidiary and any Refinancing of the underlying obligations; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d)6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 120 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(jk) judgment Liens arising out securing judgments not constituting an Event of judgments or awards Default under Article VII;
(l) other Liens securing liabilities and Indebtedness hereunder in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject not to such Liens) does not exceed $7,500,000 10,000,000 at any time outstanding;
(km) any interest or title of a lessor under any leases or subleases entered into by the Borrower or any Subsidiary in the ordinary course of business;
(n) Liens on assets that are contractual rights of Foreign Subsidiaries; provided that set-off (i) such Liens do relating to the establishment of depository relations with banks not extend togiven in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or encumber, assets which constitute Collateral sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the Equity Interests ordinary course of business or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Subsidiary in the ordinary course of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiarybusiness;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' ’ liens, rights of set-off or similar rights rights, and remedies as Liens in favor of CoBank on the Borrower’s Equity Interests in CoBank or Patronage Certificates;
(p) Liens arising or purporting to deposit accounts or other funds maintained arise from precautionary UCC financing statements in connection with a creditor depository institution; providedoperating leases, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower sale lease-back transactions or any Subsidiary permitted factoring or accounts receivable sales;
(q) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (d) of the definition thereof and Liens securing obligations permitted under Section 6.01(h);
(r) Liens in excess favor of those set forth by regulations promulgated by customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the Board importation of goods;
(s) Liens on cash and Permitted Investments securing letters of credit permitted under Section 6.01(m) in an amount not exceeding 105% of the aggregate stated amount of such letters of credit;
(iit) such deposit account is not intended by Liens securing Indebtedness owed to the Borrower or any Subsidiary to provide collateral to such depository institutionRural Utilities Service permitted under Section 6.01(n);
(u) licenses of intellectual property granted in the ordinary course of business in the ordinary course of business in a manner consistent with past practices;
(v) Liens securing obligations permitted under Section 6.01(e); and
(pw) other Liens on insurance policies and the proceeds thereof and unearned premiums securing the financing of premiums with respect thereto as provided in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000Section 6.01(o).
Appears in 2 contracts
Samples: Credit Agreement (Hawaiian Telcom Holdco, Inc.), Credit Agreement (Hawaiian Telcom Holdco, Inc.)
Liens. CreateThe Borrower will not, and will not cause or permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any of its property or assets (including Equity Interests on the stock or other securities of any personPerson, including any SubsidiarySubsidiary of the Borrower and On Command Corp. and its Subsidiaries) now owned or hereafter acquired by it or them or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02SCHEDULE 6.02 hereto; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any SubsidiarySubsidiary of the Borrower; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any such Subsidiary;
(dc) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.035.03 hereof;
(ed) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.035.03 hereof, which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(fe) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws Laws or regulations;
(gf) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of or business;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(h) Liens granted by Ascent Arena Company, LLC securing any permitted Non-Recourse Arena Financing or the City and County of Denver's interest in the Arena/Complex, but only to the extent such Liens are limited to the realty, fixtures, equipment and other assets comprising the Arena/Complex (including rights under contracts to which the Ascent Arena Company, LLC is a party, such as a lessor under leases relating thereto);
(i) Liens granted by Beacon securing Non-Recourse Film Indebtedness permitted hereby, but only to the extent such Liens are limited and apply only to the film negatives for the Motion Pictures financed with such Indebtedness and any rights of the Borrower or the Subsidiaries of the Borrower of ownership, distribution or exploitation of such Motion Pictures;
(j) Liens securing Capital Lease Obligations permitted to be incurred in accordance with the provisions of Section 6.01(f) hereof and Liens securing purchase money security interests loans permitted to be incurred in real propertyaccordance with the provisions of Section 6.01(f) hereof, improvements thereto or equipment hereafter acquired provided that (or, i) such Liens are created in connection with vendor financing of the case of improvements, constructed) purchase by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), Subsidiary of the Borrower of a tangible asset and (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests Liens do not apply to any other property or assets of such Subsidiary other than those acquired with the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingvendor financing;
(k) Liens on assets the Capital Stock of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of On Command owned by the Borrower on the Closing Date or any thereafter acquired, securing Indebtedness permitted to be incurred in accordance with the provisions of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)) hereof;
(l) Leases or subleases granted to others that do not materially interfere with the business of the Company or any Subsidiary incurred in the ordinary course of business, and Liens on investments made by Melody arising from filing UCC statements in connection with the Melody Loan Arbitrage Facility such leases or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtednesssubleases;
(m) Liens on commercial mortgage loans originated arising by reason of any judgment, decree or order of any court, so long as such Lien is adequately bonded and owned by Melody any appropriate legal proceedings that may have been duly initiated for the review of such judgment, decree or any Mortgage Banking Subsidiary pursuant to order have not been finally terminated or the Melody Mortgage Warehousing Facility;period within which such proceedings may be initiated has not expired; and
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by under the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000Loan Papers.
Appears in 1 contract
Liens. Create, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or assets (including Equity Interests or other securities of any personrevenues, including any Subsidiary) whether now owned or hereafter acquired by it acquired, and whether real property or on any income or revenues or rights in respect of any thereofpersonal property, except:except for the following (the “Permitted Liens”):
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderpursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any Lien created under renewals or extensions thereof, provided, that the Loan Documentsproperty covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is Liens for Taxes that are not created yet due for a period of more than thirty (30) days and that are being contested in contemplation good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of or the applicable Person in connection accordance with such acquisition, GAAP and (ii) Liens for Taxes owing with respect to the South Gate Property as of the Closing Date, solely to the extent Borrower does not reasonably anticipate such Taxes to be collectible or such Lien does not apply to any other property or assets of the Borrower or any Subsidiarybe enforceable;
(d) statutory Liens for taxesof landlords and Liens of carriers, feeswarehousemen, assessments mechanics, materialmen, repairmen, construction contractors and suppliers and other Liens imposed by law or other governmental charges not yet due pursuant to customary reservations or which are being contested retentions of title arising in compliance with Section 5.03the Ordinary Course of Business;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's (i) pledges or other like Liens arising deposits in the ordinary course Ordinary Course of business and securing obligations that are not due and payable or which are being contested Business in compliance connection with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's workers’ compensation, unemployment insurance and other social security laws legislation, other than any Lien imposed by ERISA, and (ii) pledges and deposits of cash in the Ordinary Course of Business securing liability for reimbursement or regulationsindemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary;
(gf) deposits to secure the performance of bids, trade contracts, governmental contracts (other than for Indebtedness), and leases (other than Capital Lease ObligationsIndebtedness for borrowed money), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course Ordinary Course of businessBusiness;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property restrictions, encroachments, protrusions and other similar encumbrances incurred in the ordinary course of business whichand minor title defects affecting real property that, in the aggregate, are not substantial in amount and do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariesapplicable Person;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000.
Appears in 1 contract
Liens. Create, incur, assume or permit to exist exist, directly or indirectly, any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:except the following (collectively, the “Permitted Liens”):
(a) Liens on property for Taxes, assessments or assets of the Borrower governmental charges or levies not yet due and its Subsidiaries existing on the date hereof payable or delinquent and set forth Liens for Taxes, assessments or governmental charges or levies, which are being contested in Schedule 6.02; provided that such Liens shall secure only those obligations good faith by appropriate proceedings for which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderadequate reserves have been established in accordance with GAAP;
(b) Liens in respect of property of any Lien created under Company imposed by Requirements of Law, which were incurred in the Loan Documentsordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, that are not overdue for a period of more than 30 days or which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings;
(c) any Lien existing in existence on the Closing Date that is, except in the case of any property such Lien securing obligations in a principal amount less than $1.0 million, set forth on Schedule 6.02(c) and any Lien granted as a replacement or asset prior to the acquisition thereof by the Borrower substitute therefor; provided that any such replacement or any Subsidiary; PROVIDED that substitute Lien (i) such Lien is except as permitted by Section 6.01(b)(ii)(A), does not created in contemplation secure an aggregate amount of or in connection with such acquisitionIndebtedness, if any, greater than that secured on the Closing Date and (ii) such Lien does not apply to encumber any property (or type of property) other than the property (or assets type of property) subject thereto on the Borrower or Closing Date (any Subsidiarysuch Lien, an “Existing Lien”);
(d) Liens for taxeseasements, feesrights-of-way, assessments restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or other governmental charges encumbrances, and minor title deficiencies on or with respect to any Real Property, in each case whether now or hereafter in existence, not yet due (i) individually or which are being contested in compliance the aggregate materially impairing the value or marketability of such Real Property or (ii) individually or in the aggregate materially interfering with Section 5.03the ordinary conduct of the business of the Companies at such Real Property;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising out of judgments, attachments or awards not resulting in the ordinary course an Event of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03Default;
(f) pledges and Liens (x) imposed by Requirements of Law, or deposits made in the ordinary course of business in compliance with workmen's connection with, workers’ compensation, unemployment insurance and other types of social security laws or regulations;
legislation, (gy) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business whichto secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (z) arising by virtue of deposits made in the aggregateordinary course of business to secure liability for premiums to insurance carriers; provided that with respect to clauses (x), (y) and (z) of this paragraph (f), such Liens are for amounts not substantial overdue for more than 30 days or, to the extent such amounts are so overdue, such amounts are being contested in amount good faith by appropriate proceedings;
(g) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Company in the ordinary course of business; SC1:3775857.9 LEGAL_US_E # 113365636.9
(h) Liens securing Indebtedness incurred pursuant to Section 6.01(e); provided that any such Liens attach only to the property being developed, constructed, leased or purchased with the proceeds of such Indebtedness and do not materially detract from the value encumber any other property of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its SubsidiariesCompany (other than improvements thereon);
(i) purchase money security interests bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in real property, improvements thereto one or equipment hereafter acquired (ormore accounts maintained by any Company, in each case granted in the ordinary course of business in favor of the bank, banks, securities intermediary or securities intermediaries with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens are non-consensual and arise by operation of law, in no case of improvements, constructed) by the Borrower shall any such Liens secure (either directly or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iiiindirectly) the repayment of any Indebtedness, other than Indebtedness secured thereby does not exceed 100% of the cost type referred to in Section 6.01(i) or obligations in respect of such real property, improvements dishonored or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiaryreturned items;
(j) Liens arising out on property of judgments a person existing at the time such person is acquired or awards in respect of which Holdings, merged with or into or consolidated with any Company to the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards extent permitted hereunder (and any cash not created in anticipation or contemplation thereof) and the fair market value of any replacements and refinancings thereof; provided that such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon) and, in the case of any such replacement or refinancing Liens) does not exceed $7,500,000 at any time outstanding, are no more favorable to the lienholders than such existing Lien;
(k) Liens on assets granted pursuant to the Security Documents to secure the Secured Obligations;
(l) leases, licenses, subleases and sublicenses granted by any Company in the ordinary course of Foreign Subsidiariesbusiness and not interfering in any material respect with the ordinary conduct of business of the Companies;
(m) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;
(n) Liens securing Indebtedness incurred pursuant to Section 6.01(f); provided that (i) such Liens do not extend to, or encumber, assets property which constitute constitutes Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure extend only Indebtedness incurred by such to the property (or Equity Interests) of the Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of incurring such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely securing secured Indebtedness permitted by virtue Section 6.01(m) (including Contingent Obligations in respect thereof permitted by Section 6.01(h)) on Collateral; provided that such Liens are subordinated to the Liens of the Security Documents pursuant to, and are otherwise subject to, an intercreditor agreement reasonably satisfactory to the Administrative Agent and the Collateral Agent as evidenced by their execution and delivery thereof;
(p) the interest or title of a lessor under any lease entered into by Borrower or any of its Subsidiaries as lessee and covering only the property so leased;
(q) any interest of any statutory licensor in any Intellectual Property licensed by Borrower or common any Subsidiary;
(r) Liens arising as a matter of law provision relating to bankers' lienssecure the purchase of goods purchased by Borrower or any Subsidiary, rights provided that the only obligations secured thereby are trade accounts payable with respect to the purchase of set-off or similar rights such goods arising in the ordinary course of business and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not the only property subject to restrictions against access by such Liens are the goods so purchased and any title document in respect thereof; SC1:3775857.9 LEGAL_US_E # 113365636.9
(s) Liens on property existing at the time Borrower or any Subsidiary acquired such property (and not created in excess anticipation or contemplation thereof) and replacements and refinancings thereof; provided that such Liens do not extend to property not subject to such Liens at the time of those set forth by regulations promulgated by acquisition (other than improvements thereon) and, in the Board case of any such replacement or refinancing Liens, are no more favorable to the lienholders than such existing Lien;
(t) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.04, provided that such Liens do not extend to any assets other than the assets subject to such repurchase agreement;
(u) Liens on specific goods and (ii) such deposit proceeds thereof securing Borrower’s or any Subsidiary’s obligations in respect of letters of credit issued or created for the account is not intended by the of Borrower or such Subsidiary in the ordinary course of business to facilitate the purchase, storage or shipment of such goods;
(v) Liens securing reimbursement obligations and related interest, fees and expenses with respect to trade letters of credit permitted hereunder, provided that such Liens do not extend to any Subsidiary to provide collateral to property other than the goods financed by, or purchased by means of, such depository institutionletters of credit and documents of title in respect thereof; and
(pw) Liens not otherwise permitted by this Section 6.02 securing Indebtedness or other obligations of Borrower or any Subsidiaries so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed $20.0 million at any one time. provided, however, that no consensual Liens in respect of obligations (shall be permitted to exist, directly or indirectly, on any Securities Collateral, other than Indebtedness) on property with a fair market value not Liens granted pursuant to the Security Documents and as permitted in excess of $2,000,000Section 6.02(o).
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any personPerson, including any Subsidiary) now owned or hereafter acquired by it or any Subsidiary or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided PROVIDED, HOWEVER, that such Liens shall secure only those obligations which that they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderrefinancings of such obligations;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset (including any such property or asset acquired in connection with Capital Expenditures) prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED PROVIDED, HOWEVER, that (i) such Lien is shall not be created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does shall not apply to any other property or assets of the Borrower or any Subsidiary;
(dc) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(ed) carriers', warehousemen's, mechanics'mechanic's, materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(fe) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(gf) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business whichthat, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(ih) purchase money security interests in real propertyoptions, improvements thereto or equipment hereafter acquired (or, in the case calls and similar rights of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED third-parties with respect to securities that constitute Invested Assets;
(i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and Liens on the Indebtedness secured thereby is created, within 90 days after such acquisition (assets of any Insurance Subsidiary or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost SBM Certificate Company securing obligations of such real propertyInsurance Subsidiary or SBM Certificate Company, improvements or equipment at the time respectively, in respect of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any SubsidiaryRate Protection Agreements;
(j) Liens arising out created under the Security Documents and Liens securing Indebtedness referred to in paragraphs (a), (g) and (h) of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedingsSection 6.01; PROVIDED HOWEVER, that in the aggregate amount case of all Liens securing Indebtedness referred to in paragraph (g) or (h) of Section 6.01, such judgments or awards (and any cash and Liens shall only exist on the fair market value of any property subject asset acquired to which such Liens) does not exceed $7,500,000 at any time outstandingIndebtedness relates;
(k) additional Liens on assets of Foreign Subsidiaries; provided securing Indebtedness permitted to be incurred by Section 6.01(k), PROVIDED that (i) such Liens do not extend toshall apply only to properties and assets, if any, of which the purchase, construction, maintenance or development shall be (or shall have been) financed (or refinanced, replaced or refunded) with, or encumberwhich shall be (or shall have been) the subject of any lease-financing (including any sale-and-leaseback) transaction constituting or involving (or refinanced, assets which constitute Collateral replaced or the Equity Interests of the Borrower or any of the Subsidiariesrefunded with), and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to subparagraph (k) of Section 6.01(h);6.01; and
(l) Liens on investments made by Melody assets the aggregate fair market value of which does not exceed $1,600,000, in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired a letter of credit issued by Melody with the proceeds The First National Bank of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000Chicago.
Appears in 1 contract
Liens. CreateThe Borrower will not, nor will it permit any Subsidiary to, create, incur, assume or permit suffer to exist any Lien on any property or assets (including Equity Interests or other securities in, of any person, including any Subsidiary) now owned or hereafter acquired by it or on the property of the Borrower or any income or revenues or rights in respect of any thereofits Subsidiaries, except:
(a) Liens for taxes, assessments or governmental charges or levies on its property if the same shall not at the time be delinquent or assets of the Borrower thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;books.
(b) Deposits or pledges to secure performance of bids, tenders, contracts (other than contracts for the repayment of Indebtedness), leases, public or statutory obligations, surety or appeal bonds, or other deposits or pledges for purposes of like general nature in the ordinary course of the Borrower's business or any Lien created under the Loan Documents;Subsidiary's business.
(c) any Lien existing on any property or asset prior to the acquisition thereof Liens incurred by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or Subsidiary in connection with the acquisition of property provided such acquisition, Liens shall attach only to the property acquired in the transactions in which such Liens were created or assumed and (ii) shall secure only the Indebtedness incurred to finance the cost of acquiring such Lien does not apply to any other property or assets of the Borrower or any Subsidiaryproperty.
(d) Liens for taxesarising out of pledges or deposits under workers' compensation laws, feesunemployment insurance, assessments old age pensions, or other governmental charges social security or retirement benefits, or similar legislation.
(e) Liens incidental to the conduct of business or the ownership of properties and assets, including, those imposed by law, such as carrier's, warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business which secure payment of obligations not yet more than 60 days past due or which are being contested in compliance good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books in accordance with Section 5.03;
(e) carriers'GAAP, warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising incurred in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance connection with Section 5.03;borrowed money.
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensationUtility easements, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bidseasements, trade contracts (other than for Indebtedness)leases, leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easementssub-leases, rights-of-way, building restrictions on use of and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from in any material way affect the value marketability of the property subject thereto same or interfere with the ordinary conduct of use thereof in the business of the Borrower or the Subsidiaries.
(g) Liens existing on the date hereof.
(h) Liens which secure only Indebtedness of any of its Subsidiaries;Domestic Subsidiary to the Borrower or another Domestic Subsidiary.
(i) Subject to Section 8.5(c), Liens on property the purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) which is being financed by the Borrower or any Domestic Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted , as the case may be, by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition letters of credit (or construction), (iiisimilar instruments) issued for the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets account of the Borrower or any Domestic Subsidiary;, as the case may be, provided such Liens secure only the letter of credit (or similar instrument) which is being used to finance the purchase of such property and provided further such Liens attach only to such property.
(j) Liens arising out of judgments or awards in respect of which Holdings, incurred by the Borrower or any in connection with the real estate located in Wood Dale, Illinois, known as the Corporate Headquarters of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards Borrower securing debt not to exceed Twenty Five Million Dollars (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;25,000,000.00).
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of incurred by the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody its Subsidiaries in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility Receivable Securitization not to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
exceed Fifty Million Dollars (m$50,000,000.00) Liens on commercial mortgage loans originated and owned by Melody or at any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the one-time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000outstanding.
Appears in 1 contract
Samples: Revolving Loan Agreement (Aar Corp)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary, but excluding Margin Stock to the extent that the value of such Margin Stock, determined in accordance with Regulation U, exceeds 25% of the value (as so determined) of the assets and properties that would be subject to this Section 6.01 without giving effect to this parenthetical, or such other maximum amount or percentage as is then provided for or permitted under Regulation U or any successor regulation in order that no Loan shall be deemed "indirectly secured" by Margin Stock for purposes of such regulation), now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower Company and its Subsidiaries existing on the date hereof and set forth in Schedule 6.026.01; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, acqui- sition and (ii) such Lien does not apply to any other property or assets of the Borrower Company or any Subsidiary;
(dc) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(ed) carriers', warehousemen's, mechanics'mechanic's, materialmenmater- ialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that obliga- tions which are not due and payable or which are being contested in compliance with Section 5.03;
(fe) pledges and deposits made in the ordinary course of business in compliance with workmen's compensationcom- pensation, unemployment insurance and other social security laws or regulations;
(gf) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business busi- ness which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower Company or any of its Subsidiaries;
(ih) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower Company or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iiiii) the Indebtedness secured thereby does not exceed 10080% of the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iviii) such security interests do not apply to any other property or assets of the Borrower Company or any Subsidiary;; and
(ji) Liens arising out other than those referred to in sub- paragraphs (a) through (h) above, provided that the sum of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments Indebtedness or awards other obligations which are secured or evidenced by Liens other than those referred to in subparagraphs (and any cash and a) through (h) above plus the fair market value in the aggregate of any property subject to such Liens) properties sold by the Company in the sale and lease-back transactions permitted under Sec- tion 6.02, does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets exceed an amount equal to 10% of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankersConsolidated Stockholders' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000Equity.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Tredegar Industries Inc)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiarysecurities) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Restricted Subsidiaries existing on the date hereof and of this Agreement and, in the case of Liens securing Indebtedness for borrowed money, set forth in Schedule 6.026.04; provided PROVIDED that such Liens shall secure only those obligations which they secure on the such date hereof (and extensions, renewals and replacements thereof refinancings of such obligations permitted hereunderby Section 6.01(a)) and do not subsequently apply to any other property or assets of Holdings or any Restricted Subsidiary;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset used by a Restricted Subsidiary in the ordinary course of business, which Lien existed prior to the acquisition thereof by the Borrower or any Subsidiarysuch subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower any other Restricted Subsidiary;
(c) any Lien on any property or asset of a Restricted Subsidiary securing Indebtedness permitted by Section 6.01(k), PROVIDED that such Lien does not apply to any other property or assets of Holdings or any SubsidiaryRestricted Subsidiary not securing such Indebtedness at the date of acquisition of such property or asset;
(d) Liens for taxes, fees, assessments or other governmental charges or levies not yet due due, or which are for less than $1,000,000 in the aggregate, or which are being contested in compliance with Section 5.035.03 or for property taxes for property that the Borrower or one of its Restricted Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that which are not due and payable or which are being contested in compliance good faith by appropriate proceedings and in respect of which, if applicable, Holdings or the relevant Restricted Subsidiary shall have set aside on its books reserves in accordance with Section 5.03GAAP;
(f) pledges and deposits made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workmen's compensation, unemployment insurance and other social security laws or regulationsregulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere in any material respect with the ordinary conduct of the business of the Borrower or any of its SubsidiariesRestricted Subsidiary;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by any Restricted Subsidiary (including without limitation, the Borrower or any Subsidiaryinterests of vendors and lessors under conditional sale and title retention agreements); PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d)6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 270 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction), (iv) such expenditures are Capital Expenditures permitted under Section 6.03 and (ivv) such security interests do not apply to any other property or assets of the Borrower any Restricted Subsidiary (other than to accessions to such real property, improvements or any Subsidiaryequipment and provided that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender);
(j) Liens arising out of judgments or awards created in respect of which Holdings, the Borrower or any favor of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings Collateral Agent for review in respect the benefit of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingSecured Parties;
(k) Liens on assets securing reimbursement obligations in respect of Foreign Subsidiaries; provided that commercial letters of credit permitted under Section 6.01 and covering the goods (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests documents of the Borrower or any title in respect of the Subsidiaries, and (iisuch goods) such Liens secure only Indebtedness incurred financed by such Foreign Subsidiary pursuant to Section 6.01(h)letters of credit;
(l) Liens on investments made by Melody arising out of capitalized or operating lease transactions permitted under Section 6.06, so long as such Liens (i) attach only to the property sold in connection such transaction and any accessions thereto and (ii) do not interfere with the Melody Loan Arbitrage Facility or business of Holdings and the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such IndebtednessRestricted Subsidiaries in any material respect;
(m) Liens any Lien on commercial mortgage loans originated and owned assets of a person securing Indebtedness of such person permitted by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing FacilitySection 6.01(q);
(n) any Lien existing arising by operation of law pursuant to Section 107(1) of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. ss. 9607(l), or pursuant to analogous state law, for costs or damages which are not yet due (by virtue of a written demand for payment by a Governmental Authority) or which are being contested in compliance with Section 5.03, or on any property that a Restricted Subsidiary has determined to abandon if the sole recourse for such costs or asset of any person that exists at the time damages is to such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); property, PROVIDED that (i) the liability of Holdings and the Restricted Subsidiaries with respect to the matter giving rise to such Lien was not created shall not, in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets the reasonable estimate of the Borrower or any other Subsidiary(in light of all attendant circumstances, including the likelihood of contribution by third parties), exceed $7,500,000;
(o) Liens arising solely any leases or subleases to other persons of properties or assets owned or leased by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; andRestricted Subsidiary;
(p) other Liens consisting of interests of lessors under capital leases permitted by Section 6.01;
(q) Liens securing judgements for the payment of money in respect of obligations (other than Indebtedness) on property with a fair market value an aggregate amount not in excess of $2,000,0007,500,000 (to the extent not covered by insurance) which judgements shall not be undischarged or stayed for a period of more than 30 consecutive days;
(r) the replacement, extension or renewal of any Lien permitted by clause (b), (c) or (i) above, PROVIDED that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal and PROVIDED FURTHER that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement;
(s) other Liens with respect to property or assets not constituting collateral for the Obligations with an aggregate fair market value of not more than $25,000,000 at any time;
(t) Permitted Receivables Financing; and
(u) Liens representing the pledge of equity interests in joint ventures to secure call options with joint venture partners and to finance such joint ventures, provided that the aggregate amount of investment in such equity interests does not exceed $25,000,000.
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its the Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and refinancings, extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any SubsidiarySubsidiary and (iii) such Lien does not (A) materially interfere with the use, occupancy and operation of any Mortgaged Property, (B) materially reduce the fair market value of such Mortgaged Property but for such Lien or (C) result in any material increase in the cost of operating, occupying or owning or leasing such Mortgaged Property;
(d) Liens for taxes, fees, assessments or other governmental similar charges not yet due or which are being contested in compliance with Section 5.03;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable for a period of more than 30 days or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance connection with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, tenders, trade contracts (other than for IndebtednessIndebtedness for borrowed money), leases (other than Capital Lease Obligations), statutory obligations, surety surety, indemnity, reclamation and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of the Subsidiaries or the ability of the Borrower or any of the Subsidiaries to utilize such property for its Subsidiariesintended purpose;
(i) purchase money security interests in real property, improvements thereto or equipment other fixed or capital assets hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d)6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 180 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iviii) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) judgment Liens arising out securing judgments not constituting an Event of judgments Default under Article VII;
(k) any interest or awards in respect title of which Holdings, a lessor or sublessor under any lease entered into by the Borrower or any of its Subsidiaries in the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review ordinary course of business and covering only the assets so leased, and any Liens arising from precautionary UCC financing statement filings in respect of which there shall be secured a subsisting stay operating leases entered into in the ordinary course of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)business;
(l) Liens on investments made by Melody cash deposits and other funds maintained with a depositary institution, in connection with each case arising in the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds ordinary course of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely business by virtue of any statutory or common law provision relating to bankers' banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, provided that (i) such the applicable deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary the Subsidiaries in excess of those set forth by in regulations promulgated by the Board and (ii) such the applicable deposit account is not intended by the Borrower or any Subsidiary of the Subsidiaries to provide collateral or security to such depository institutionthe applicable depositary institution or any other person;
(m) any nonexclusive license or sublicense of intellectual property granted in the ordinary course of business;
(n) Liens in the nature of dedication of reserves under Coal Supply Agreements consistent with normal practices in the mining industry; and
(po) other Liens in respect not otherwise permitted by this Section 6.02 so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (other than Indebtednessii) on property with a the aggregate fair market value not in excess of the assets subject thereto exceeds $2,000,0005,000,000 at any one time.
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided provided, however, that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
hereof; (b) any Lien created under the Loan Documents;
; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiaryof its subsidiaries; PROVIDED provided, however, that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
of its subsidiaries; (d) Liens for taxes, fees, assessments or and other governmental government charges not yet due or which are being contested in compliance with Section 5.03;
; (e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
; (f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
; (g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
; (h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
; (i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiaryof its subsidiaries; PROVIDED provided, however, that (i) such security interests secure Indebtedness permitted by Section 6.01(d6.01(e), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does is not exceed 100% less than 50 percent nor more than 100 percent of the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
of its subsidiaries; (j) Liens arising out represented by the interests of judgments or awards the lessors in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedingsCapital Lease Obligations incurred pursuant to Section 6.01(f); PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens represented by Sale and Lease-Back Transactions incurred pursuant to Section 6.03; (l) Liens on assets of Foreign Subsidiaries; provided Subsidiaries that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens only secure only Indebtedness incurred by such Foreign Subsidiary pursuant to permitted under Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
; and (m) Liens a Lien on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset a $175,000 cash deposit with Bankers Trust Company securing an outstanding letter of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000credit.
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower Tensar and its Subsidiaries existing on the date hereof and set forth in Annex 2 of this Schedule 6.024; provided that such Liens shall secure only those obligations which they secure on the date hereof and refinancings, extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Lease/Purchase Facilities Documents;
(c) any Lien securing Financing Obligations permitted by Section 1.01(f) of this Schedule 4 existing on any property or asset prior to the acquisition thereof by the Borrower Tensar or any Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower Tensar or any Subsidiaryof its Subsidiaries and (iii) in the case of Mortgaged Property, such Lien does not (A) materially interfere with the use, occupancy and operation of any Mortgaged Property, (B) materially reduce the fair market value of such Mortgaged Property but for such Lien or (C) result in any material increase in the cost of operating, occupying or owning or leasing such Mortgaged Property; Schedule 4, Negative Covenants
(d) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.031.03 of Schedule 3;
(e) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.031.03 of Schedule 3;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for IndebtednessFinancing Obligations), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of Tensar or any of its Subsidiaries or the Borrower ability of any of Tensar or any of its Subsidiaries to utilize such property for its intended purpose;
(i) Liens securing Financing Obligations, in an amount not to exceed $2,500,000 at anytime outstanding, incurred to finance the acquisition (or construction) of fixed or capital assets by Tensar or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness Financing Obligations secured thereby is created, within 90 days after such acquisition (or construction), (ii) such Liens do not at any time encumber any property other than the property financed by such Financing Obligations and (iii) the Indebtedness amount of Financing Obligations secured thereby does is not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiaryincreased;
(j) judgment Liens arising out securing judgments not constituting an Event of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingDefault;
(k) Liens on assets any interest or title of Foreign Subsidiaries; provided that (i) such Liens do not extend to, a lessor or encumber, assets which constitute Collateral or the Equity Interests of the Borrower sublessor under any lease entered into by Tensar or any of its Subsidiaries in the Subsidiaries, ordinary course of business and (ii) such Liens secure covering only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)the assets so leased;
(l) Liens on investments made by Melody the collateral securing obligations under the Second Lien Commodities Purchase Facility; provided that such Liens are subordinated to the Liens securing the Obligations in connection accordance with the Melody Loan Arbitrage Facility or terms of the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;Intercreditor Agreement; and
(m) Liens on commercial mortgage loans originated cash deposits and owned by Melody or any Mortgage Banking Subsidiary pursuant to other funds maintained with a depositary institution, in each case arising in the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset ordinary course of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely business by virtue of any statutory or common law provision relating to bankers' banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, provided that (i) such the applicable deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower Tensar Holdings or any Subsidiary of its Subsidiaries in excess of those set forth by in regulations promulgated by the Board and (ii) such the applicable deposit account Schedule 4, Negative Covenants is not intended by the Borrower Tensar Holdings or any Subsidiary of its Subsidiaries to provide collateral or security to such depository institution; and
(p) the applicable depositary institution or any other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000person.
Appears in 1 contract
Samples: Working Capital Murabaha Facility Agreement (Tensar Corp)
Liens. Create, incur, assume incur or permit suffer to exist any Lien on any property of the assets, rights, revenues or assets (including Equity Interests property, real, personal or other securities of any personmixed, including any Subsidiary) tangible or intangible, whether now owned or hereafter acquired by it acquired, of the Parent Guarantor, the Company or on any income or revenues or rights in respect of any thereofthe other Guarantors, exceptother than:
(ai) Liens for taxes not delinquent or for taxes being contested in good faith by appropriate proceedings and as to which adequate financial reserves have been established on property or assets of the Borrower its books and its Subsidiaries existing on the date hereof and set forth records in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderaccordance with Generally Accepted Accounting Principles;
(bii) Liens (other than any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof imposed by the Borrower ERISA or any Subsidiary; PROVIDED that Environmental Law) created and maintained in the ordinary course of business which are not material in the aggregate, and which would not have a Material Adverse Effect and which constitute (iA) such Lien is not created in contemplation of pledges or deposits under worker's compensation laws, unemployment insurance laws or similar legislation, (B) good faith deposits in connection with such acquisitionbids, and (ii) such Lien does not apply tenders, contracts or leases to which the Parent Guarantor, the Company or any other property or assets of the Borrower other Guarantors is a party for a purpose other than borrowing money or any Subsidiary
obtaining credit, including rent security deposits, (dC) liens imposed by law, such as those of carriers, warehousemen and mechanics, if payment of the obligation secured thereby is not yet due, (D) Liens for securing taxes, fees, assessments or other governmental charges or levies not yet due subject to penalties for nonpayment, and (E) pledges or deposits to secure public or statutory obligations of the Parent Guarantor, the Company or any of the other Guarantors, or surety, customs or appeal bonds to which are being contested in compliance with Section 5.03the Parent Guarantor, the Company or any of the other Guarantors is a party;
(eiii) carriers'Liens affecting real property which constitute minor survey exceptions or defects or irregularities in title, warehousemen'sminor encumbrances, mechanics'easements or reservations of, materialmen'sor rights of others for, repairmen's or other like Liens arising in the ordinary course rights of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property sewers, electric lines, telegraph and telephone lines and other similar encumbrances incurred in purposes, or zoning or other restrictions as to the ordinary course use of business whichsuch real property, provided that all of the foregoing, in the aggregate, are not substantial in amount and do not at any time materially detract from the value of said properties or materially impair their use in the property subject thereto or interfere with the ordinary conduct operation of the business businesses of the Borrower Parent Guarantor, the Company or any of its Subsidiariesthe Guarantors;
(iiv) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in Liens created pursuant to the case of improvements, constructed) Security Documents and Liens expressly permitted by the Borrower Security Documents;
(v) Each Lien described in Schedule 5.2(f) hereto may be suffered to exist upon the same terms as those existing on the date hereof, but no extension or any Subsidiary; PROVIDED that renewal thereof shall be permitted;
(ivi) such security interests Any Lien created to secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% payment of a portion of the cost of such real propertypurchase price of, improvements or equipment existing at the time of such acquisition (or construction) and (iv) such security interests do not apply to of, any other property or assets of tangible fixed asset acquired by the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which HoldingsParent Guarantor, the Borrower Company or any of the Subsidiaries shall in good faith other Guarantors may be prosecuting an appeal created or proceedings suffered to exist upon such fixed asset if the outstanding principal amount of the Indebtedness secured by such Lien does not at any time exceed the purchase price paid by the Parent Guarantor, the Company or such other Guarantor for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that fixed asset and the aggregate principal amount of all Indebtedness secured by such judgments Liens does not exceed an amount permitted under Section 5.2(e)(iii), taking into account all other Indebtedness then outstanding that is permitted under Section 5.2(e)(iii), provided that such Lien does not encumber any other asset at any time owned by the Parent Guarantor, the Company or awards such other Guarantor, and provided, further, that not more than one such Lien shall encumber such fixed asset at any one time; and
(and vii) The interest or title of a lessor under any cash and lease otherwise permitted under this Agreement with respect to the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or lease to the Equity Interests extent performance of the Borrower or any obligations of the SubsidiariesParent Guarantor, and (ii) the Company or such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was other Guarantor thereunder are not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000delinquent.
Appears in 1 contract
Liens. CreateThe Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or permit suffer to exist exist, any Lien on upon or with respect to any part of its property or assets (including Equity Interests or other securities of any personassets, including any Subsidiary) whether now owned or hereafter acquired by it acquired, or on file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or revenues or rights in respect profits under the Uniform Commercial Code of any thereofstate or under any similar recording or notice statute, except:or agree to do any of the foregoing, other than the following (collectively, "Permitted Liens"):
(ai) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Security Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of Liens in existence on the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03Closing Date and set forth on SCHEDULE 8.3;
(eiii) Liens imposed by law, such as Liens of carriers', warehousemen's, mechanics', materialmen'smaterialmen and landlords, repairmen's or and other like similar Liens arising incurred in the ordinary course of business and securing obligations for sums not constituting borrowed money that are not due and payable overdue for a period of more than thirty (30) days or which that are being contested in compliance good faith by appropriate proceedings and for which adequate reserves have been established in accordance with Section 5.03GAAP (if so required);
(fiv) pledges and deposits made Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under SECTION 9.1(K)) incurred in the ordinary course of business in compliance connection with workmenworker's compensation, unemployment insurance and or other social security laws forms of governmental insurance or regulations;
(g) deposits benefits, or to secure the performance of letters of credit, bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations)tenders, statutory obligations, surety and appeal bonds, performance bonds leases, government contracts and other similar obligations of a like nature incurred (other than obligations for borrowed money) entered into in the ordinary course of business;
(hv) zoning restrictionsLiens for taxes, easements, rights-of-way, restrictions on use of real property and assessments or other similar encumbrances incurred in the ordinary course of business which, in the aggregate, governmental charges or statutory obligations that are not substantial delinquent or remain payable without any penalty or that are being contested in amount good faith by appropriate proceedings and do for which adequate reserves have been established in accordance with GAAP (if so required);
(vi) Liens securing the purchase money Indebtedness permitted under clause (vii) of SECTION 8.2, provided that any such Lien (a) shall attach to such property concurrently with or within ten (10) days after the acquisition thereof by the Borrower or such Subsidiary, (b) shall not materially detract from exceed the lesser of (y) the fair market value of such property or (z) the cost thereof to the Borrower or such Subsidiary and (c) shall not encumber any other property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(ivii) purchase money security interests in real property, improvements thereto any attachment or equipment hereafter acquired (or, in the case judgment Lien not constituting an Event of improvements, constructedDefault under SECTION 9.1(I) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall being contested in good faith be prosecuting an appeal or by appropriate proceedings and for review which adequate reserves have been established in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards accordance with GAAP (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(hif so required);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000.
Appears in 1 contract
Samples: Credit Agreement (Lason Inc)
Liens. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or assets asset (including Equity Interests including, without limitation, any document or other securities instrument in respect of goods or accounts receivable) of the Borrower or any personsuch Subsidiary, including any Subsidiary) whether now owned or held or hereafter acquired by it acquired, or on any income or revenues profits therefrom, or rights in respect of assign or otherwise convey any thereofright to receive income or profits, except:
(a) Liens for taxes, assessments or other governmental charges the payment of which is not at the time required by Section 5.04;
(b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other similar Liens, in each case, incurred in the ordinary course of business for sums not yet due, and any such Liens which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security or retirement benefits, or (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than Capital Leases), performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property;
(d) Liens securing judgments for the payment of money that do not constitute an Event of Default under Article 6(i);
(e) leases or subleases granted to others, easements, rights–of–way, restrictions and other similar charges or encumbrances, in each case incidental to, and not interfering with, the ordinary conduct of the business of the Borrower or any of its Subsidiaries, provided that such Liens do not, in the aggregate, materially detract from the value of such property;
(f) Liens on property or assets of the Borrower and (other than the Equity Interests of the Material Subsidiaries) or any of its Subsidiaries securing Indebtedness or other obligations owing to the Borrower or to a Wholly–Owned Subsidiary permitted by Section 5.12;
(g) (i) Liens contemplated by financing statements filed in respect of operating leases, (ii) Liens granted under Capital Leases in existence as of the Effective Date (iii) other Liens existing on the date hereof Effective Date and set forth in described on Schedule 6.02; provided that such 5.13 and (iv) Liens shall secure only those obligations which they secure on granted to the date hereof and extensions, renewals and replacements thereof permitted hereunderCollateral Agent under the Pledge Agreement;
(bh) Liens granted in connection with Receivable Securitizations permitted by Section 5.26 on the receivables sold pursuant thereto (together with all collections and other proceeds thereof and any Lien created collateral securing the payment thereof), all right title and interest in and to the lockboxes and other collection accounts in which proceeds of such receivables are deposited, the rights under the Loan Documentsdocuments executed in connection with such Receivable Securitizations and in the Equity Interests issued by any special purpose entity organized to purchase the receivables thereunder;
(ci) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisitionacquisition or such Person becoming a Subsidiary, and as the case may be, (ii) such Lien does shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary
(d) Liens for taxes, feesas the case may be and extensions, assessments or other governmental charges renewals, refinancings and replacements thereof that do not yet due or which are being contested in compliance with Section 5.03increase the outstanding principal amount thereof;
(ej) carriers'any Lien renewing, warehousemen's, mechanics', materialmen's, repairmen's extending or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
replacing any Lien permitted by Subsections (g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase money security interests in real propertyabove, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided that (i) the principal amount of Indebtedness or other obligation secured by such security interests secure Indebtedness permitted by Section 6.01(d)Lien immediately prior to such extension, renewal or replacement is not increased or the maturity thereof reduced, (ii) such security interests are incurredLien is not extended to any other property, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% immediately after such extension, renewal or replacement no Default or Event of the cost of such real property, improvements Default would exist or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedingswould result therefrom; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;and
(k) purchase money Liens on corporate airplanes granted in connection with the purchase of such corporate airplanes pursuant to Section 5.12(l);
(l) (A) purchase money Liens granted in connection with Indebtedness permitted under Sections 5.12(m); (B) Liens granted on the assets of Foreign SubsidiariesSubsidiaries in connection with Indebtedness permitted under Section 5.12(g); and (C) Liens granted in connection with Indebtedness permitted under Section 5.12(o) provided that (i) such Liens are pari passu with the Liens granted to the Collateral Agent or Administrative Agent for the benefit of the Lenders, (ii) the new lienholder(s) execute and deliver a joinder agreement to the Intercreditor Agreement in the form attached thereto, and (ii) no Liens shall be permitted in connection with Indebtedness permitted under Section 5.12(o) if the Collateral has been released pursuant to the terms of the Pledge Agreement.
(m) Liens securing Indebtedness permitted under Section 5.12(p); provided that such Liens do not extend toat any time encumber any property other than the property financed by such Indebtedness; and
(n) other Liens not otherwise permitted by Subsections (a) through (m) above, or encumber, assets which constitute Collateral or provided that (i) the Equity Interests Dollar Equivalent of the Borrower or any fair market value of the Subsidiariesassets subject to such other Liens shall not exceed $10,000,000, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
a Subsidiary permitted hereby, (oiii) the Dollar Equivalent of the aggregate principal amount of the Indebtedness secured by all Liens arising solely by virtue granted under the permissions of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that this clause (in) such deposit account is does not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board exceed $10,000,000 and (iiiv) immediately after giving effect to the creation thereof, no Default or Event of Default shall exist. For purposes of this Section 5.13, any Person becoming a Subsidiary after the date of this Agreement shall be deemed to have incurred all of its then outstanding Liens at the time it becomes a Subsidiary, and any Person extending, renewing or replacing any Indebtedness secured by any Lien shall be deemed to have incurred such deposit account is not intended by Lien at the Borrower time of such extension, renewal or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000replacing.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Lennox International Inc)
Liens. Create, incur, assume or permit suffer to exist any Lien on upon or defect in title to or restriction upon the use of any of its properties or assets of any character, whether owned at the date hereof or hereafter acquired, or hold or acquire any property or assets (including Equity Interests of any character under conditional sales, finance lease or other securities of any persontitle retention agreements, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, exceptother than:
(a) Liens on property or assets in favor of the Borrower and its Subsidiaries existing on Agent or the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on Lenders pursuant to this Agreement or the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Security Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges or levies, provided payment thereof shall not yet due or which are being contested at the time be required in compliance accordance with the provisions of Section 5.038.2 hereof;
(eii) carriersdeposits, Liens or pledges to secure payments of workmen's compensation and other payments, unemployment and other insurance, old-age pensions or other social security obligations, or the performance of bids, tenders, leases, contracts (other than contracts for the payment of money), public or statutory obligations, surety, stay or appeal bonds, or other similar obligations arising in the ordinary course of business;
(iii) mechanics', workmen's, repairmen's, warehousemen's, mechanicsvendors', suppliers', materialmen's, repairmen's or carriers' Liens, or other like similar Liens arising in the ordinary course of business and securing obligations that sums which are not past due and payable or which are being contested in compliance with Section 5.03good faith (and there shall be no material risk of forfeiture of the property subject to such Lien or foreclosure of such Lien), or deposits or pledges to obtain the release of any such Liens;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hiv) zoning restrictions, easements, rights-of-rights of way, licenses and restrictions on the use of real property and other similar encumbrances incurred or minor irregularities in the ordinary course of business whichtitle thereto, in the aggregate, are not substantial in amount and which do not materially detract from impair the value use of such property in the property subject thereto or interfere with the ordinary conduct normal operation of the business of the Borrower Parent or any of its Subsidiaries or the value of such property for the purpose of such business;
(c) existing Liens set forth in Schedule 9.2 hereof and any renewals thereof, but not any increase in amount thereof and not any extension thereof to other property;
(d) purchase money mortgages or other purchase money Liens (including, without limitation, Capital Leases), or any refinancing of any thereof, in favor of non-Affiliates of the Parent and its Subsidiaries upon any fixed or capital assets hereafter acquired by the Borrowers or any of their Subsidiaries constituting real property interests or machinery and Equipment, or purchase money mortgages (including, without limitation, Capital Leases) on any such assets hereafter acquired or existing at the time of acquisition of such assets by the Borrowers or any of their Subsidiaries, whether or not assumed, so long as (i) any such Lien does not extend to or cover any other asset of the Borrowers or any of their Subsidiaries, (ii) such Lien secures the obligation to pay the purchase price of such asset (or the obligation under such Capital Leases), interest thereon and other customary incidental obligations relating thereto only, and (iii) the original principal amount (or in the case of Capital Leases, notional principal amount) of the aggregate Indebtedness secured by all such purchase money Liens (and Capital Leases) shall not exceed $4,000,000 at any time;
(e) [Intentionally Deleted]
(f) Liens on Consignment Inventory in favor of any Person who retains title to such Consignment Inventory;
(g) Liens granted to lessors or licensors of store locations with respect to Fixtures and Equipment at store locations leased or licensed from such lessors or licensors not to exceed $2,000,000 in the aggregate at any time;
(h) Liens for judgments, attachments, seizures or levies not to exceed $500,000 in the aggregate outstanding at any time;
(i) purchase money security interests in real propertyLiens on property other than Inventory, improvements thereto Accounts or equipment hereafter acquired (orProceeds of either, not exceeding $100,000 in the case of improvements, constructed) by the Borrower or aggregate outstanding at any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiarytime;
(j) Liens arising out in favor of judgments or awards in respect of which Holdings, the Borrower Sovereign Bank (or any successor or assignee thereof) pursuant to the Gold Consignment Documents, subject to the provisions of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (Intercreditor Agreement and any cash and the fair market value of any property subject to such Liensthere being no filings of financing statements under the Uniform Commercial Code with respect thereto other than financing statements containing collateral descriptions in the form of Exhibit 9.2(j) does not exceed $7,500,000 at any time outstandinghereto;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests in favor of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary credit insurance provider on certain account receivables pursuant to Section 6.01(h)the Factor Guaranties;
(l) Liens on investments made by Melody funds deposited in the Credit Card Services Account in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;Credit Card Services Agreement; and
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary in favor of the Receivables Purchaser upon Purchased Accounts granted pursuant to the Melody Mortgage Warehousing Facility;Receivables Purchase Agreements.
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect favor of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000Rolex Watch U.S.A., Inc. granted pursuant to the Rolex Security Agreement.
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any personPerson, including any Restricted Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights (excluding rights of first refusal) in respect of any thereof, exceptexcept Liens satisfying any of the following tests:
(a) i. Liens on property or assets of the Borrower and its Restricted Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided provided, however, that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof except as otherwise permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) ii. any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary; PROVIDED provided, however, that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any Restricted Subsidiary;
(d) iii. Liens for taxes, fees, assessments or other governmental or quasi-governmental charges or levies not yet due or which are being contested in compliance with Section 5.03;
(e) iv. carriers'’, warehousemen's’s, mechanics', materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) v. statutory liens of landlords in respect of property leased by the Borrower or any Restricted Subsidiary;
vi. pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(g) vii. deposits and other Liens in scope consistent with industry practice to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) viii. zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of and its SubsidiariesRestricted Subsidiaries taken as a whole;
ix. Liens created under the Loan Documents to secure the Obligations (iand refinancings thereof);
x. other Liens to secure purchase-money Indebtedness (including Capital Lease Obligations) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Restricted Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings; and refinancings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (renewals and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; replacements thereof, provided that (i) such Liens do not extend to, apply to any property or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any Restricted Subsidiary consisting of the Subsidiaries, franchise brands (whether now owned or hereafter acquired) and related Franchise Agreements and (ii) each such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant Lien is limited to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or assets acquired in connection with such acquisition purchase-money Indebtedness;
xi. other Liens to secure Non-Recourse Indebtedness of the Borrower or any Restricted Subsidiary and refinancings, renewals and replacements thereof, provided that such Liens do not apply to any property or assets of the Borrower or any Restricted Subsidiary consisting of franchise brands (iiwhether now owned or hereafter acquired) and related Franchise Agreements;
xii. Liens to secure Recourse Indebtedness of the Borrower or any Restricted Subsidiary and permitted refinancings thereof, provided that (i) such Lien does not apply to any property or assets of the Borrower or such Restricted Subsidiary consisting of franchise brands (whether now owned or hereafter acquired) and related Franchise Agreements and (ii) the aggregate outstanding principal amount of Recourse Indebtedness secured by Liens shall not at any other Subsidiarytime exceed the greater of (A) $100,000,000 and (B) 15% of Consolidated Net Assets;
(o) xiii. Liens on the property of the Borrower or any of its Restricted Subsidiaries in favor of landlords securing licenses, subleases or leases entered into in the ordinary course of business and not materially interfering with the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole;
xiv. Liens arising solely from precautionary UCC financing statement filings (or equivalent filings, registrations or agreements in foreign jurisdictions) regarding operating leases entered into by virtue the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;
xv. Liens securing judgments which do not constitute an Event of Default or Liens created by or existing from any statutory litigation or common legal proceeding that are currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;
xvi. customary Liens in favor of a banks or other depository or financial institutions arising as a matter of law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts encumbering deposits or other funds maintained with such financial institution (including rights of setoff);
xvii. Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
xviii. Liens of a creditor depository institution; providedcollecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
xix. Liens in the nature of good faith deposits required in connection with, that or escrow arrangements securing indemnification obligations associated with, any investment transaction permitted under Section 6.04;
xx. Liens resulting from the refinancing, renewal or extension of obligations secured by any Lien permitted by clause (ia) or (b) of this Section 6.02, so long as (x) the principal amount of the obligations secured thereby is not increased as a result thereof (except to the extent Liens securing any such incremental obligations are independently permitted under (and applied as a utilization of the basket described in) Section 6.02(l) above) and (y) such deposit account is renewals, replacements and extensions do not a dedicated cash collateral account and is result in Liens applying to any property or assets which are not already subject to restrictions against access the Liens securing the respective obligations being renewed, replaced or extended;
xxi. Liens on the Securitization Assets arising in connection with a Qualified Securitization Financing, including, to the extent consistent with customary market practice for such financing, Liens on Capital Stock or other securities issued by the Borrower or any a Securitization Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) securing obligations under such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutionQualified Securitization Financing; and
(p) other xxii. Liens on any Principal Property or the Capital Stock of any Principal Property Subsidiary granted in respect favor of obligations (other than Indebtedness) on property the trustee under the Indenture that are pari passu with a fair market value not the Liens granted in excess favor of $2,000,000the Administrative Agent under the Loan Documents.
Appears in 1 contract
Samples: Senior Unsecured Credit Agreement (Choice Hotels International Inc /De)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights (excluding rights of first refusal) in respect of any thereof, except:except (without duplication):
(a) Liens on property or assets of the Borrower Company and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided provided, however, that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof except as otherwise permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Subsidiary; PROVIDED provided, however, that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower Company or any Subsidiary;
(dc) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(ed) carriers', warehousemen's, mechanics'mechanic's, materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(e) statutory liens of landlords in respect of property leased by the Company or any Subsidiary;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower Company or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower Company or any SubsidiarySubsidiary and liens securing refinancings of existing mortgages; PROVIDED provided, however, that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 120 days after such acquisition (acquisition, or construction)construction or refinancing, (iiiii) the Indebtedness secured thereby does not exceed 10080% of the cost fair market value of such the subject real property, improvements or equipment at the time of such acquisition (acquisition, construction or construction) refinancing, and (iviii) such security interests do not apply to any other the subject property or assets of the Borrower Company or any SubsidiarySubsidiary other than the purchased property or assets or the property or assets subject to the mortgage being refinanced, as the case may be;
(j) Liens arising out mortgages on properties listed on Schedule 6.02(j); provided, however, that (i) such mortgages do not apply to the property or assets of judgments or awards in respect of which Holdings, the Borrower Company or any Subsidiary other than the scheduled properties and (ii) the aggregate principal amount of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be Indebtedness secured a subsisting stay of execution pending by such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) security interests does not exceed $7,500,000 at any time outstanding100,000,000;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests created in favor of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)Lenders;
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Pharmacy Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(pm) other Liens in respect to secure Indebtedness of obligations (other than Indebtedness) on the Company or any Subsidiary; provided, however, that the aggregate principal amount of the Indebtedness so secured at any time, when added to the net book value of all property with a fair market value the subject of Sale and Lease-Back Transactions at such time, does not in excess exceed 15% of $2,000,000Consolidated Total Assets at such time.
Appears in 1 contract
Samples: Competitive Advance and Multi Currency Revolving Credit Facility Agreement (Manor Care Inc/New)
Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) its Property now owned or hereafter acquired by it to secure any Indebtedness of the Company, any Subsidiary or on any income or revenues or rights in respect of any thereofother Person, exceptother than:
(ai) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in on Schedule 6.025.04(b); provided that any such Liens indicated on Schedule 5.04(b) as "Liens to be Released" shall secure only those obligations which they secure on have been released of record within 10 days after the date hereof and extensions, renewals and replacements thereof permitted hereunderEffective Date;
(bii) any Lien created Liens securing the Lender Indebtedness and Liens on Property of the Canadian Subsidiaries securing the Indebtedness under the Loan DocumentsCanadian Facility to the extent permitted pursuant to Section 5.04(a);
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(diii) Liens for taxes, fees, assessments or other governmental charges or levies not yet due or which are being contested in compliance good faith by appropriate action or proceedings and with Section 5.03respect to which adequate reserves are being maintained;
(eiv) statutory Liens of landlords and Liens of carriers', warehousemen's, mechanics', materialmen's, repairmen's or , workmen, and other like Liens arising imposed by law created in the ordinary course of business and securing obligations that for amounts which are not past due and payable for more than 30 days or which are being contested in compliance good faith by appropriate action or proceedings and with Section 5.03respect to which adequate reserves in accordance with GAAP are being maintained;
(fv) Liens incurred or deposits or pledges and deposits made in the ordinary course of business in compliance connection with workmen's workers' compensation, unemployment insurance and other types of social security laws security, old age or regulations;
(g) deposits other similar obligations, or to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations)tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of a like nature incurred in obligations for the ordinary course payment of businessborrowed money);
(hvi) zoning restrictionsminor irregularities in title, easements, rights-of-way, restrictions on use of real property restrictions, servitudes, permits, reservations, exceptions, conditions, covenants and other similar charges or encumbrances incurred not materially interfering with the occupation, use and enjoyment by the Company or any of its Subsidiaries of any of their respective Properties in the ordinary normal course of business whichor materially impairing the value thereof;
(vii) any obligations or duties affecting any of the Property of the Company or its Subsidiaries to any municipality or public authority with respect to any franchise, in the aggregategrant, are not substantial in amount and license or permit which do not materially detract impair the use of such Property for the purposes for which it is held;
(viii) Liens upon Property acquired by the Company, other than as a Permitted Acquisition, after the Effective Date with the proceeds of no greater than $10,000,000 of Indebtedness permitted pursuant to Section 5.04(a)(x); provided that (A) such Lien was created solely for the purpose of securing such Indebtedness, (B) and the principal amount of such Indebtedness does not exceed the fair value of such Property at the time of its acquisition;
(ix) Liens securing not more than $1,000,000 in the aggregate existing on any real or personal property of any Person at the time it becomes a Subsidiary after the Effective Date pursuant to a Permitted Acquisition;
(x) extensions, renewals or replacements of any Lien referred to in Subsections 5.04(b)(i), (ii) and (ix), provided that the principal amount of the Indebtedness or obligation secured thereby is not increased and that any such extension, renewal or replacement is limited to the Property originally encumbered thereby;
(xi) with respect to Property located in Canada, reservations, limitations, provisos and conditions in any original grant from the value Crown or any freehold lessor of any of the property subject thereto or interfere with the ordinary conduct properties of the business of the Borrower Company or any of its Subsidiaries;
(ixii) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case Liens resulting from operation of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply law with respect to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured orders not constituting a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutionDefault; and
(pxiii) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000securing Indebtedness under the Original Credit Agreement.
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its the Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and refinancings, extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary;
(d) Liens for taxes, fees, assessments or other governmental charges not yet due and payable or which are being contested in compliance with Section 5.03;
(e) Liens in respect of property or assets of the Borrower or any of its Subsidiaries imposed by operation of law, such as carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and (i) securing obligations that are not due and payable payable, (ii) which do not in the aggregate materially detract from the value of the property or assets of the Borrower and its Subsidiaries, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Borrower and its Subsidiaries, taken as a whole, or (iii) which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of the Subsidiaries or the ability of the Borrower or any of the Subsidiaries to utilize such property for its Subsidiariesintended purpose;
(i) purchase money security interests in real property, improvements thereto or equipment other fixed or capital assets hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided that (i) such security interests secure the aggregate outstanding principal amount of all Indebtedness secured by Liens permitted by Section 6.01(d)this paragraph (i) shall not at any time exceed $10,000,000, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iviii) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) judgment Liens arising out securing judgments not constituting an Event of judgments Default under Article VII;
(k) any interest or awards in respect title of which Holdingsa lessor, sublessor licensee or licensor under any lease or license entered into by the Borrower or any of its Subsidiaries in the Subsidiaries shall in good faith be prosecuting an appeal ordinary course of business and covering only the assets so leased or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)licensed;
(l) Liens on investments made securing Hedging Agreements permitted by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such IndebtednessSection 6.08;
(m) Liens on commercial mortgage loans originated cash deposits and owned by Melody or any Mortgage Banking Subsidiary pursuant to other funds maintained with a depositary institution, in each case arising in the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset ordinary course of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely business by virtue of any statutory or common law provision relating to bankers' banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, provided that (i) such the applicable deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary the Subsidiaries in excess of those set forth by in regulations promulgated by the Board and (ii) such the applicable deposit account is not intended by the Borrower or any Subsidiary of the Subsidiaries to provide collateral or security to such depository institutionthe applicable depositary institution or any other person.
(n) Liens granted in respect of property and assets of the China Joint Venture and Liens on any Equity Interests in the China Joint Venture; and
(po) other Liens in respect not otherwise permitted by the foregoing paragraphs (a) through (m) to the extent attaching to properties and assets with an aggregate fair value at the time of obligations (other than Indebtedness) on property with a fair market value attachment not in excess of of, and securing liabilities not in excess of, $2,000,0003,000,000 in the aggregate at any time outstanding.
Appears in 1 contract
Samples: Credit Agreement (Blackboard Inc)
Liens. CreateThe Borrower will not, nor will it permit any Subsidiary to, create, incur, assume or permit suffer to exist any Lien on any property or assets (including Equity Interests or other securities in, of any person, including any Subsidiary) now owned or hereafter acquired by it or on the Property of the Borrower or any income or revenues or rights in respect of any thereofits Subsidiaries, except:
(a) Liens on property or assets of created to secure the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02obligations permitted under Section 6.14(c); provided that (x) neither the Borrower nor any of its Subsidiaries shall grant any such Liens shall on any Property that does not also secure the Obligations and (y) such Liens extend only those obligations which they secure on to assets constituting Collateral for the date hereof and extensions, renewals and replacements thereof permitted hereunderFirst Lien Term Facility;
(b) any Lien Liens created under pursuant to the Loan Collateral Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges charges, claims or levies not yet due overdue for a period of more than 30 days or subject to penalties for nonpayment, or which are being contested in compliance with Section 5.03good faith and by appropriate proceedings;
(ed) Liens imposed by law, such as landlord’s, carriers'’, warehousemen's, ’s and mechanics', materialmen's, repairmen's or ’ Liens and other like similar Liens arising in the ordinary course of business and securing which secure payment of obligations that are not more than 30 days past due and payable or which are being contested in compliance good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding in good faith with an appeal or other proceeding for review so long as no such Lien secures claims constituting a Default under Section 5.037.08;
(e) Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;
(f) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties;
(g) Liens in existence on the Closing Date and identified in all material respects on Schedule 6.18 hereto;
(h) ordinary course pledges or deposits to secure bids, tenders, contracts (other than for the payment of Indebtedness for borrowed money) or leases to which such Person is a party or deposits as security for contested taxes, import duties or the payment of rent;
(i) Liens in favor of the issuer of stay, customs, appeal, performance and deposits made surety bonds or bid bonds or with respect to other regulatory requirements or securing bonds required by applicable state regulatory licensing requirements or letters of credit or bank guarantees or similar instruments in lieu of such items or to support the issuance thereof issued pursuant to the request of and for the account of such Person in the ordinary course of its business;
(j) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further that such Liens may not extend to any other property owned by the Borrower or any Subsidiary and that such Liens are released within 30 days of such Person becoming a Subsidiary;
(k) Liens on property at the time the Borrower or a Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Borrower or any Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; and provided further that the Liens may not extend to any other property owned by the Borrower or any Subsidiary;
(l) licenses, sublicenses, leases or subleases entered into in the ordinary course of business that do not materially impair their use in compliance the operation of the business of the Borrower and the Subsidiaries, taken as a whole; provided that any such licenses, sublicenses, leases or subleases with workmen's compensation, unemployment insurance and other social security laws or regulationsrespect to Material Registered IP shall be non-exclusive;
(gm) deposits purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to secure the performance operating leases of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred personal property entered into in the ordinary course of business;
(hn) zoning restrictionsdeposits made in the ordinary course of business to secure liability to insurance carriers;
(o) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, easements, rights-of-way, restrictions on use of real property (ii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other similar encumbrances brokerage accounts incurred in the ordinary course of business which, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the aggregatebanking industry;
(p) any attachment or judgment Lien against the Borrower or any Subsidiary, are not substantial in amount and do not materially detract from the value or any property of the property subject thereto Borrower or interfere with any Subsidiary, so long as such Lien secures claims not constituting a Default under Section 7.08;
(q) the ordinary conduct deposit or pre-funding of the business of amounts (including through delivery to a payment agent) to satisfy payment service or reimbursement obligations owed or estimated to be owed by the Borrower or any of its Subsidiaries, in each case in the ordinary course of business;
(ir) purchase money security interests in real propertyLiens securing Indebtedness permitted to be incurred pursuant to Section 6.14(e)(ii) or Section 6.14(q); provided that (x) Liens securing Indebtedness permitted to be incurred pursuant to Section 6.14(e)(ii) or Section 6.14(q) are solely on the assets financed, improvements purchased, constructed, improved or acquired or assets of the acquired entity as the case may be, and the proceeds and products thereof and accessions thereto and (y) Liens securing Indebtedness incurred or equipment hereafter acquired assumed pursuant to (or1) Section 6.14(e) shall be subject to the Borrower satisfying a maximum Total Leverage Ratio of 3.500:1.00 and a maximum Secured Leverage Ratio of 3.450:1.000, in each case determined on a pro forma basis at the case time of improvementsincurrence or assumption, constructedand (2) by Section 6.14(q) do not exceed the Borrower or any Subsidiary; PROVIDED that amount of Indebtedness permitted to be incurred pursuant to Section 6.14(q);
(is) such security interests Liens to secure Indebtedness up to $1,500,000 permitted under Section 6.14(o)(i);
(t) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(u) any Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by Section 6.01(dany Lien of the type referred to in clause (b), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or constructiong), (iiij), (k) or (r) (or in this clause (u) and originally of the type referred to in such other clauses); provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property and the proceeds and products thereof), and (y) the Indebtedness secured thereby does by such Lien at such time is not exceed 100% increased to any amount greater than the sum of (i) the outstanding principal amount of the cost of Indebtedness permitted pursuant to such real propertyclause (b), improvements (g), (j), (k) or equipment at the time of such acquisition (or constructionr) and (ivii) an amount necessary to pay any fees and expenses, including premiums, related to such security interests do not apply to any other property refinancing, refunding, extension, renewal or assets replacement;
(v) Liens in favor of the Borrower or any SubsidiaryGuarantor;
(jw) Liens arising out of judgments any zoning or awards similar law or right reserved to or vested in respect of which Holdings, any governmental office or agency to control or regulate the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value use of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingreal property;
(kx) Liens solely on assets any xxxx xxxxxxx money deposits relating to asset sales or acquisitions not in the ordinary course in connection with any letter of Foreign Subsidiaries; provided that intent or purchase agreement not prohibited by this Agreement;
(iy) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests securing Indebtedness evidenced by Pari Passu First Lien Notes issued in accordance with Section 2.25 of the Borrower or any of First Lien Credit Agreement (as in effect on the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(hdate hereof);
(lz) Liens on investments made by Melody securing Indebtedness or other obligations of a Subsidiary owing to the Borrower or a Guarantor permitted to be incurred in accordance with Section 6.14;
(aa) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the Melody Loan Arbitrage Facility or importation of goods in the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds ordinary course of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutionbusiness; and
(pbb) other Liens not otherwise permitted by this Section 6.18 securing obligations not at any time exceeding $13,750,000 in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000the aggregate.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Moneygram International Inc)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities permit TEP GP to create, incur, assume or permit to exist any Lien on any of any personits property or assets, including any Subsidiary) in each case now owned or hereafter acquired by it or TEP GP, or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(db) Liens for taxes, fees, assessments or other governmental charges Taxes not yet due or which are being contested in compliance with Section 5.03;
(ec) carriers', warehousemen's, mechanics', materialmen's, repairmen's judgment Liens securing judgments not constituting an Event of Default under Article VII or securing appeal or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03bonds relating to such judgments;
(fi) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws Liens or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business and (ii) Liens resulting from xxxxxxx money deposits or indemnification holdbacks made in connection with Investments permitted under Section 6.04 or dispositions not prohibited by Section 6.05, and other transactions permitted hereunder;
(e) Liens and customary rights of set-off, revocation, refund or chargeback and similar rights under deposit, disbursement, concentration, cash or treasury management or similar agreements or under the Uniform Commercial Code or other applicable law in favor of any bank or other financial institution at which the Borrower or TEP GP maintains a deposit account in the ordinary course of business; provided that such Lien, customary rights of set-off, revocation, refund, chargeback or similar rights is limited to such deposit account and the funds, checks and other items deposited therein;
(f) Liens granted to joint venture partners and joint venture entities on Equity Interests owned by the Borrower or any Unrestricted Subsidiary in connection with the formation or acquisition of a Person in which the Equity Interests of such Person are held in part by the Borrower or any Unrestricted Subsidiary and in part by another Person or Persons, in each case solely consisting of restrictions on transfer, restrictions on granting liens, rights of first refusal, rights of first offer, put options, call options and similar rights held by such joint venture partners and joint venture entities in respect of transfers of Equity Interests in such joint ventures;
(g) Liens solely consisting of restrictions on transfer, restrictions on granting liens, rights of first refusal, rights of first offer, put options, call options and similar rights under the Limited Partnership Agreement of TEP or TEP GP in respect of transfers of the Collateral;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances Liens that secure Indebtedness permitted to be incurred in the ordinary course of business which, in the aggregate, are under Section 6.01(i); provided that such Liens shall not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower encumber any Collateral or any of its Subsidiaries;Equity Interests in TEP; and
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of any Unrestricted Subsidiary or joint venture in which the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000holds an Equity Interest.
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien on ----- any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights (excluding rights of first refusal) in respect of any thereof, except:except (without duplication):
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided provided, however, that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof except as otherwise permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED provided, however, that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary;
(dc) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(ed) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(e) statutory liens of landlords in respect of property leased by the Borrower or any Subsidiary;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase Liens created under the Loan Documents to secure the Obligations;
(j) other Liens to secure permitted purchase-money security interests in real property, improvements thereto or equipment hereafter acquired Indebtedness (or, in the case including Capital Lease Obligations) and other Non-Recourse Indebtedness of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
Subsidiary consisting of franchise brands (owhether now owned or hereafter acquired) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board related franchise agreements and (ii) such deposit account Lien is not intended by limited to the Borrower or any Subsidiary to provide collateral to property and assets acquired in connection with such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000financing and the proceeds thereof.
Appears in 1 contract
Samples: Credit Facilities Agreement (Choice Hotels International Inc /De)
Liens. CreateThe Consolidated Financial Covenant Entities (other than Excluded Subsidiaries) shall not create, incur, assume or permit suffer to exist any Lien on any property or assets (including Equity Interests or other securities Liens of any person, including nature whatsoever on or with regard to any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, excepttheir assets other than:
(a) Liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which Borrower shall, if appropriate under GAAP, have set aside on property or assets of the Borrower Borrower’s books and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderrecords adequate reserves;
(b) any Lien created Liens securing deposits under workmen’s compensation, unemployment insurance, social security and other similar laws, or securing the Loan Documentsperformance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing indemnity, performance or other similar bonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations or surety or appeal bonds, or securing indemnity, performance or other similar bonds in the ordinary course of the Borrower’s business, which are not past due;
(c) any Lien existing on any property Liens securing the interests of the broker or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection other counterparty with such acquisition, and (ii) such Lien does not apply respect to any other property or assets of the Borrower or any SubsidiaryMargin / Swap Account;
(d) Liens for taxes, fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03upon Transportation Assets securing Limited Recourse Debt;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Recourse Debt permitted under Section 5.036.12;
(f) pledges statutory Liens of landlords and deposits made in the ordinary course Liens of business in compliance with workmen's compensationcarriers, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bidswarehousemen, trade contracts (other than for Indebtedness)mechanics, leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property materialmen and other similar encumbrances Liens, in each case, incurred in the ordinary course of business which, in the aggregate, are for sums not substantial in amount yet due and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariespayable;
(ig) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case statutory Liens of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply Farm Credit System Institution with respect to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutionFarm Credit Equities; and
(ph) other Liens in respect of obligations (any Liens, other than Indebtednessthose described in Section 6.10(a) through (g) above, existing on property the date hereof and described in Schedule 6.10, together with a fair market value renewals and extensions thereof that do not in excess increase the amount of $2,000,000any such Indebtedness secured by such Liens.
Appears in 1 contract
Samples: Credit Agreement (Andersons, Inc.)
Liens. CreateNo Borrower, nor any Subsidiary of a Borrower shall, at any time, incur, create, assume or permit to exist exist, any Lien on any of its property or assets (including Equity Interests assets, tangible or other securities of any personintangible, including any Subsidiary) now owned or hereafter acquired by it owned, or on any income or revenues or rights in respect of any thereofagree to become liable to do so, except:
(a) such Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof Closing Date and set forth in on Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder6.01 to this Agreement;
(b) any Lien created under Liens granted in favor of the Loan DocumentsAgent on behalf of the Banks;
(c) any Lien existing on any property pledges or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's under workers compensation, unemployment insurance and other social security laws laws, or regulations;
(g) deposits to secure the performance of bids, trade tenders, contracts (other than for Indebtedness), the repayment of borrowed money) or leases (other than Capital Lease Obligations), or to secure statutory obligations, obligations or surety and appeal bonds, performance or similar bonds and other obligations of a like nature incurred used in the ordinary course of business;
(hd) zoning restrictionsLiens arising from taxes, easementsassessments, rights-of-wayfees, restrictions on use charges, levies or claims described in Section 5.05 of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariesthis Agreement;
(ie) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests to secure Indebtedness permitted by under Section 6.01(d6.02(e); provided, (ii) however, that such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there interest shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that limited solely to the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody equipment purchased with the proceeds of such Indebtedness;
(mf) any unfiled materialmen's, mechanics, workmen's and repairmen's Liens on commercial mortgage loans originated and owned (provided, that if such a Lien shall be filed or perfected, it shall be discharged of record immediately by Melody payment, bond or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facilityotherwise);
(ng) any Lien existing on any attachment, judgment and other similar Liens arising in connection with court proceedings, so long as the existence of such Liens do not cause an Event of Default under Section 7.01(i) or 7.01(j) hereof;
(h) reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other similar title exceptions or encumbrances affecting real property, provided that they do not, individually or in the aggregate, diminish the fair market value of the real property affected thereby or asset the utility of any person that exists at such real property for the time purposes for which such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that property is presently devoted;
(i) such Lien was not created in contemplation of Liens or deposits made in connection with such acquisition and (ii) such Lien does not apply to any property contracts with or assets made at the request of the Borrower United States of America or any other Subsidiary;
(o) Liens arising solely by virtue department or agency thereof resulting from progress payments or partial payments under any such contracts, incurred in the ordinary course of any statutory business of the Borrowers or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutiontheir Subsidiaries; and
(pj) other Liens in respect of obligations (other than Indebtednessgranted by Xxxxx/Xxxxxx Xxxxxx to secure the loans permitted pursuant to Section 6.04(f) on property with a fair market value not in excess of $2,000,000hereof.
Appears in 1 contract
Samples: Loan Agreement (Baker Michael Corp)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any personPerson, including the Borrower or any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderany Permitted Refinancing Indebtedness in respect thereof;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or assets of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary, as the case may be; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisitionacquisition or such Person becoming a Subsidiary, and (ii) such Lien does not apply to any other property or assets of Holdings, the Borrower or any Subsidiary and (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be (or Permitted Refinancing Indebtedness in respect thereof;
(d) Liens for taxes, fees, assessments or other governmental charges or levies not yet due or which are being contested in compliance with Section 5.03;
(e) carriers'’, warehousemen's’s, landlord’s, supplier’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar minor title encumbrances incurred in the ordinary course of business whichwhich are non-monetary Liens and, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by clause (d) or (e) of Section 6.01(d)6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of Holdings, the Borrower or any Subsidiary;
(j) judgment Liens arising out securing judgments not constituting an Event of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingDefault under Section 7.01;
(k) other Liens on assets of Foreign Subsidiariessecuring liabilities otherwise permitted hereunder in an aggregate amount not to exceed $10,000,000 at any time outstanding; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);and
(l) Liens on investments made by Melody in connection Collateral securing Indebtedness permitted under clause (g) of Section 6.01, to the extent such Liens comply with the Melody Loan Arbitrage Facility or Intercreditor Agreement; provided that any such Liens on any Term Priority Collateral (as defined in the Melody Mortgage Warehousing Facility Intercreditor Agreement) are junior to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with Liens on the proceeds of such IndebtednessTerm Priority Collateral (as defined in the Intercreditor Agreement) securing the Obligations;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person securing Indebtedness under Section 6.01(h); provided that exists such Liens exist at the time such person becomes the Person that is the obligor thereof became a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was were not created incurred in contemplation of or in connection with such acquisition Person becoming a Subsidiary and (ii) such Lien does not apply relate solely to any property or the assets of such Person that has become a Subsidiary;
(n) Liens arising by virtue of deposits made in the Borrower or any other Subsidiaryordinary course of business to secure liability for premiums to insurance carriers;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens’ Liens, rights of set-off setoff and other similar Liens existing solely with respect to cash and Permitted Investments on deposit in one or similar rights and remedies as to deposit more accounts, in each case, granted in the ordinary course of business in favor of the bank or banks with which such accounts or other funds maintained with a creditor depository institution; providedare maintained, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral securing amounts owing to such depository institutionbank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements;
(p) licenses and sublicenses of Intellectual Property granted in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Loan Parties;
(q) Liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods; and
(pr) other Liens in respect arising from precautionary Uniform Commercial Code financing statements filed under any lease or consignment of obligations (other than Indebtedness) on property with a fair market value goods and not in excess of $2,000,000otherwise prohibited by this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Restricted Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries Holdings or any Restricted Subsidiary existing on the date hereof Closing Date and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) statutory Liens of landlords, banks (and rights of set-off), carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien existing on any property imposed pursuant to Section 401(a)(29) or asset prior to 412(n) of the acquisition thereof Code or by ERISA), in each case incurred in the Borrower or any Subsidiary; PROVIDED that ordinary course of business (i) such Lien is for amounts not created in contemplation of yet overdue or in connection with such acquisition, and (ii) for amounts that are overdue and that (in the case of any such Lien does not apply to amounts overdue for a period in excess of 30 days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any other property or assets of the Borrower or any Subsidiarysuch contested amounts;
(d) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for taxes, fees, assessments the payment of borrowed money or other governmental charges not yet due Indebtedness), so long as no foreclosure, sale or which are being contested in compliance similar proceedings have been commenced with Section 5.03respect to any portion of the Collateral on account thereof;
(e) carriers'with respect to real property of the Restricted Subsidiaries, warehousemen'scovenants, mechanics'conditions, materialmen'seasements, repairmen's rights-of-way, restrictions, encroachments, encumbrances and other imperfections or other like irregularities in title, in each case which were not incurred in connection with and do not secure Indebtedness for borrowed money and do not or will not interfere in any material respect with the ordinary conduct of the business of Holdings or any of the Restricted Subsidiaries or with the use of such real property for its intended use;
(f) any interest or title of a lessor or sublessor under any lease of property permitted hereunder, and any Lien to which such interest or title is subject;
(g) Liens arising solely on any xxxx xxxxxxx money deposits made by Holdings or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business and Liens on a Specified Warehouse created in connection with a Sale and Lease Back Transaction involving such Specified Warehouse;
(i) 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;
(j) licenses of Patents, Trademarks, Copyrights, trade secrets, service marks, tradenames and any other intellectual property rights granted by Holdings or any of the Restricted Subsidiaries in the ordinary course of business and not interfering in any material respect with the conduct of the business of Holdings or such Restricted Subsidiary;
(k) construction liens arising in the ordinary course of business, including liens for work performed for which payment has not been made, securing obligations that are not due and payable or, in the case of any amounts overdue for a period in excess of 30 days, are being contested in good faith by appropriate proceedings and in respect of which, if applicable, Holdings or the relevant Restricted Subsidiary thereof shall have set aside on its books reserves as shall be required by GAAP;
(l) Liens for taxes, assessments or other governmental charges or levies not yet delinquent, or which are for less than $5,000,000 in the aggregate, or which are being contested in compliance with Section 5.03good faith by appropriate proceedings or for property taxes on property (other than Mortgaged Property or property that, pursuant to the terms hereof, is required to become Mortgaged Property) that Holdings or one of the Restricted Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(gm) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease ObligationsLeases), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature made or incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;
(hn) zoning restrictions, easements, trackage rights, leases (other than Capital Leases), licenses, special assessments, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business whichwhich were not incurred in connection with and do not secure Indebtedness for borrowed money, and, individually or in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower Holdings or any of the Restricted Subsidiaries or with the use of such real property for its Subsidiariesintended use;
(io) purchase money security interests in real property, equipment or other property or improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by any Restricted Subsidiary (including the Borrower or any Subsidiaryinterests of vendors and lessors under conditional sale and title retention agreements); PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d6.01(k), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 270 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, equipment or other property or improvements or equipment at the time of such acquisition (or construction) ), including transaction costs incurred by Holdings or any Restricted Subsidiary in connection with such acquisition (or construction), and (iv) such security interests do not apply to any other property or assets of the Borrower Holdings or any SubsidiaryRestricted Subsidiary (other than to accessions to such equipment or other property or improvements; provided that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender);
(jp) Liens arising out of judgments operating lease or awards Capital Lease transactions permitted under Section 6.01(k) and transactions permitted by Section 6.03, so long as such Liens attach only to the property sold and being leased in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (transaction and any cash accessions thereto or proceeds thereof and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingrelated property;
(kq) Liens on assets securing judgments for the payment of Foreign Subsidiaries; provided money in an aggregate amount not in excess of $10,000,000 (except to the extent covered by insurance, and the Administrative Agent shall be reasonably satisfied with the credit of such insurer), unless such judgments shall remain undischarged for a period of more than 30 consecutive days during which execution shall not be effectively stayed;
(r) Liens that are contractual rights of setoff (i) such Liens do relating to the establishment of depository relations with banks not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody given in connection with the Melody Loan Arbitrage Facility issuance of Indebtedness or (ii) pertaining to pooled deposit and/or sweep accounts of Holdings and/or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the Melody Mortgage Warehousing Facility to secure Indebtedness under ordinary course of business of Holdings and the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such IndebtednessRestricted Subsidiaries;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(ns) any Lien existing on any property or asset of any person that exists at the time such person becomes Holdings or a Restricted Subsidiary and that secured securing Indebtedness (including Permitted Refinancing Indebtedness) permitted by Section 6.01(i6.01(m); PROVIDED provided that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower Holdings or any of the Restricted Subsidiaries not securing such Indebtedness at the date of the acquisition of such property or asset (other Subsidiarythan after acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such date and permitted hereunder which contains a requirement for the pledging of after acquired property, it being agreed that such after acquired property shall not include property of Holdings and the Restricted Subsidiaries, other than any such acquired Restricted Subsidiary of Holdings, that would have been included but for such acquisition);
(ot) the replacement, extension or renewal of any Lien permitted above; provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement;
(u) Liens arising solely securing the Refinancing Facility or Refinancing Notes permitted under Section 6.01(t); provided that such Liens are subject to an Intercreditor Agreement;
(v) subject to the Term Loan/Revolving Facility Intercreditor Agreement, the Liens securing Indebtedness permitted by virtue Section 6.01(g);
(w) [Intentionally Omitted];
(x) Liens securing Indebtedness permitted under Section 6.01(w) or 6.01(x), in each case subject to an Intercreditor Agreement, so long as any first priority Lien on the Collateral will be pari passu with the Lien thereon securing the Obligations or any junior Lien on the Collateral will be junior and subordinated to the Lien thereon securing the Obligations;
(y) Liens on any property or asset of any statutory or common law provision relating to bankers' liens, rights a non-Loan Party securing Indebtedness of setnon-off or similar rights and remedies as to deposit accounts Loan Parties permitted by Section 6.01 or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) of a non-Loan Party not prohibited hereunder;
(z) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business, consistent with past practices and not for speculative purposes;
(aa) Liens on property specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;
(bb) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers of Holdings, any Borrower or any of its Restricted Subsidiaries in the ordinary course of business;
(cc) Liens of a fair market value collection bank arising under Section 4-210 of the UCC on items in the course of collection;
(dd) Liens securing Other Secured Obligations (under and as defined in the Revolving Credit Agreement); and
(ee) Liens not in excess otherwise permitted by this Section 6.02; provided that, the aggregate amount of Indebtedness and other obligations secured thereby does not exceed $2,000,000150,000,000 at any time.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Houghton Mifflin Harcourt Co)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Documents;
(c) any Lien securing the obligations under the Second Lien Credit Agreement; provided, however, that all such Liens are at all times junior and subordinate in all respect to all Liens on the Collateral securing any Obligations pursuant to the terms of the Intercreditor Agreement;
(d) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any SubsidiarySubsidiary and (iii) such Lien does not (A) materially interfere with the use, occupancy and operation of any Mortgaged Property, (B) materially reduce the fair market value of such Mortgaged Property but for such Lien or (C) result in any material increase in the cost of operating, occupying or owning or leasing such Mortgaged Property;
(de) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(ef) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(fg) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(gh) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, or to secure letters of credit issued to ensure payment or performance of any of the foregoing the obligations in respect of which are permitted under Section 6.01(i);
(hi) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(ij) purchase money security interests or other Liens in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided that (i) such security interests or other Liens secure Indebtedness permitted by Section 6.01(d)6.01, (ii) such security interests or other Liens are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 10090% of the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests or other Liens do not apply to any other property or assets of the Borrower or any Subsidiary;
(jk) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 5,000,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness deposits of cash collateral required under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody terms of Commodity Hedging Agreements entered into in the ordinary course of business in compliance with the proceeds of such IndebtednessSection 5.11 in an amount not exceeding $5,000,000 at any time;
(m) Liens on commercial mortgage loans originated arising under operating agreements, joint venture agreements, partnership agreements, oil and owned gas leases, farm-out and farm-in agreements, division orders, contracts for the sale, transportation or exchange of oil or natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business; provided that the amount of any obligations secured thereby that are delinquent, that are not diligently contested in good faith and for which adequate reserves are not maintained by Melody the Borrower or the applicable Subsidiary, as the case may be, do not exceed, at any Mortgage Banking Subsidiary pursuant time outstanding, the amount owing by the Borrower or such Subsidiary, as applicable, for two months’ billed operating expenses or other expenditures attributable to such person’s interest in the Melody Mortgage Warehousing Facilityproperty covered thereby; and provided further that the obligations secured thereby do not constitute obligations in respect of borrowed money;
(n) any Lien existing on any property Liens reserved in oil and gas mineral leases for bonus or asset rental payments and for compliance with the terms of such leases, provided that the amount of any person obligations secured thereby that exists at the time such person becomes a Subsidiary are delinquent, that are not diligently contested in good faith and that secured Indebtedness permitted for which adequate reserves are not maintained by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or the applicable Subsidiary, as the case may be, do not exceed, at any other time outstanding, the amount owing by the Borrower or such Subsidiary;, as applicable, for two months’ payments as due thereunder; and
(o) Liens arising solely by virtue on pipeline or pipeline facilities that arise under operation of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000law.
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, or assign or transfer any income, revenues or receivables or rights in respect thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries Guarantors existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereundershall not subsequently apply to any other property or assets of IMS or any Subsidiary;
(b) any Lien created under the Loan Documents;
(c) in the case of Guarantors, any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, and acquisition or (ii) such Lien does not apply to any other property or assets of the Borrower IMS or any Subsidiary;
(d) Liens for taxes, fees, assessments or other governmental charges Taxes not yet due or which are being contested in compliance with Section 5.03;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) in the case of Guarantors, deposits in an amount at any time that taken together with the amount at such time of Indebtedness permitted under Section 6.01(j) shall not exceed $2,000,000 to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) in the case of Guarantors, Liens consisting of interests of lessors under capital leases permitted by Section 6.01(h);
(i) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower IMS or any of its Subsidiaries;Subsidiary; and
(ij) in the case of Guarantors, purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d)6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 10075% of the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower IMS or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000.
Appears in 1 contract
Samples: Credit Agreement (International Manufacturing Services Inc)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower Tensar and its Subsidiaries existing on the date hereof and set forth in Annex 2 of this Schedule 6.024; provided that such Liens shall secure only those obligations which they secure on the date hereof and refinancings, extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Lease/Purchase Facilities Documents;
(c) any Lien securing Financing Obligations permitted by Section 1.01 (f) of this Schedule 4 existing on any property or asset prior to the acquisition thereof by the Borrower Tensar or any Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower Tensar or any Subsidiaryof its Subsidiaries and (iii) in the case of Mortgaged Property, such Lien does not (A) materially interfere with the use, occupancy and operation of any Mortgaged Property, (B) materially reduce the fair market value of such Mortgaged Property but for such Lien or (C) result in any material increase in the cost of operating, occupying or owning or leasing such Mortgaged Property;
(d) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;1.03 of Schedule 3; Schedule 4, Negative Covenants
(e) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.031.03 of Schedule 3;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for IndebtednessFinancing Obligations), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of Tensar or any of its Subsidiaries or the Borrower ability of any of Tensar or any of its Subsidiaries to utilize such property for its intended purpose;
(i) Liens securing Financing Obligations, in an amount not to exceed $2,500,000 at anytime outstanding, incurred to finance the acquisition (or construction) of fixed or capital assets by Tensar or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness Financing Obligations secured thereby is created, within 90 days after such acquisition (or construction), (ii) such Liens do not at any time encumber any property other than the property financed by such Financing Obligations and (iii) the Indebtedness amount of Financing Obligations secured thereby does is not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiaryincreased;
(j) judgment Liens arising out securing judgments not constituting an Event of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingDefault;
(k) Liens on assets any interest or title of Foreign Subsidiaries; provided that (i) such Liens do not extend to, a lessor or encumber, assets which constitute Collateral or the Equity Interests of the Borrower sublessor under any lease entered into by Tensar or any of its Subsidiaries in the Subsidiaries, ordinary course of business and (ii) such Liens secure covering only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)the assets so leased;
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness collateral securing obligations under the Melody Loan Arbitrage Second Lien Commodities Purchase Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated cash deposits and owned by Melody or any Mortgage Banking Subsidiary pursuant to other funds maintained with a depositary institution, in each case arising in the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset ordinary course of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely business by virtue of any statutory or common law provision relating to bankers' banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, provided that (i) such the applicable deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower Tensar Holdings or any Subsidiary of its Subsidiaries in excess of those set forth by in regulations promulgated by the Board and (ii) such the applicable deposit account is not intended by the Borrower Tensar Holdings or any Subsidiary of its Subsidiaries to provide collateral or security to such depository institution; and
(p) the applicable depositary institution or any other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000.person. Schedule 4, Negative Covenants
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien (including any Lien incurred on or after the date of this Agreement) on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now at the time owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries the Subsidiaries, which Liens are existing on the date hereof Restatement Date and set forth in on Schedule 6.02; 6.02 and Liens replacing such Liens, provided that such Liens shall secure only those obligations which that they secure on the date hereof (and extensions, renewals and replacements thereof permitted hereunder;
(bof such obligations in accordance with Section 6.01(a)) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is and shall not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not subsequently apply to any other property or assets of the Borrower or any Subsidiary;
(b) any Lien created under the Loan Documents or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage;
(c) minor defects and irregularities in title to any real property which in the aggregated do not impair the fair market value or use of the real property for the purposes for which it is or may reasonably be expected to be held;
(d) Liens for taxes, feesTaxes, assessments or other governmental charges or levies not yet due delinquent or which that are being contested in compliance with Section 5.035.03 or for property Taxes on property that the Borrower or one of the Subsidiaries has determined to abandon if the sole recourse for such Tax, assessment, charge, levy or claim is to such property;
(e) landlord’s, carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, construction or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable overdue by more than 30 days or which that are being contested in compliance good faith by appropriate proceedings and in respect of which, if applicable, the Borrower or the relevant Subsidiary shall have set aside on its books reserves in accordance with Section 5.03GAAP;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulationsregulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations;
(g) deposits to secure the performance of bids, trade and governmental contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;
(h) zoning restrictions, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business whichthat, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its the Subsidiaries;
(i) purchase money security interests Liens arising out of capitalized or operating lease transactions permitted under Section 6.03(a), so long as such Liens attach only to the property sold and being leased in real property, improvements such transaction and any accessions thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, proceeds thereof and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real related property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out securing judgments that do not constitute an Event of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingDefault under Section 7.01(j);
(k) other Liens on assets securing obligations in an amount (or principal amount, in the case of Foreign Subsidiaries; provided that (iobligations bearing interest) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or exceeding $40,000,000 at any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)time;
(l) Liens on investments made of the type disclosed by Melody or listed in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility title insurance policies delivered pursuant to secure Indebtedness under the Melody Loan Arbitrage Facility, Sections 4.02 and 5.10 (if such investments were acquired types of Liens are reasonably satisfactory to the Administrative Agent and other than Liens for borrowed money or other Indebtedness) and any replacement, extension or renewal of any such Lien, provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal, provided, further, that with respect to any such Lien, the Indebtedness and other obligations secured by Melody with the proceeds of such Indebtednessreplacement, extension or renewal Lien are permitted by this Agreement;
(m) Liens on commercial mortgage loans originated and owned any interest or title of a lessor under any leases or subleases entered into by Melody the Borrower or any Mortgage Banking Subsidiary pursuant to in the Melody Mortgage Warehousing Facilityordinary course of business;
(n) any Lien existing on any property or asset Liens that are contractual rights of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that set-off (i) such Lien was relating to the establishment of depository relations with banks not created in contemplation of or given in connection with such acquisition and the issuance of Indebtedness or (ii) such Lien does not apply relating to any property pooled deposit or assets sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Subsidiaries or (iii) relating to purchase orders or other Subsidiaryagreements entered into with customers in the ordinary course of business;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' banker’s liens, rights of set-off or similar rights rights;
(p) licenses of intellectual property granted in a manner consistent with past practice;
(q) the filing of precautionary Uniform Commercial Code financing statements in connection with operating leases under which the Borrower or a Subsidiary is the lessee;
(r) Liens of customs and remedies revenue authorities arising as a matter of law to deposit accounts secure payment of customs duties in connection with the importation of goods;
(s) Liens securing obligations in respect of trade-related letters of credit or other funds maintained with a creditor depository institutiontrade-related bankers acceptances issued in the ordinary course of business of the Borrower or the Subsidiaries, in each case covering the goods (or the documents of title in respect of such goods) financed by such letters of credit or trade-related bankers acceptances and the proceeds and products thereof;
(t) Liens securing obligations of the Borrower in respect of the Xxxxxxxxx Fee; provided, that and
(iu) such deposit account is not a dedicated cash collateral account and is not subject any Lien existing on any property or asset prior to restrictions against access the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any person that becomes a Subsidiary after the date hereof prior to the time such person becomes a Subsidiary; provided that
(i) such Lien is not created in excess contemplation of those set forth by regulations promulgated by or in connection with such acquisition or such person becoming a Subsidiary , as the Board and case may be, (ii) such deposit account is Lien shall not intended by apply to any other property or assets of the Borrower or any Subsidiary to provide collateral to and (iii) such depository institution; and
(p) other Liens in respect Lien shall secure only those obligations which it secures on the date of obligations (other than Indebtedness) on property with such acquisition or the date such person becomes a fair market value Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not in excess of $2,000,000increase the outstanding principal amount thereof.
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Parent Borrower and its the Subsidiaries existing on the date hereof and set forth in Schedule 6.02; 6.02(a), provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the any Borrower or any Subsidiary; PROVIDED Subsidiary pursuant to a Permitted Acquisition, provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply or extend to any other property or assets of the any Borrower or any Subsidiary;
(d) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.035.03 or Liens for unpaid local or state taxes that are not in the aggregate material;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03the aggregate material;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its SubsidiariesBorrowers and the Subsidiaries taken as a whole;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the any Borrower or any Subsidiary; PROVIDED , provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d)6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 270 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the any Borrower or any Subsidiary;
(j) Liens arising out any Lien securing Indebtedness permitted by Section 6.01(f), provided that such Lien does not apply or extend to any other assets or property of judgments or awards in respect of which Holdings, the any Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingSubsidiary;
(k) Liens any Lien on assets of Foreign Subsidiaries; an asset sold pursuant to a sale and leaseback transaction permitted by Section 6.03, provided that (i) such Liens do Lien does not apply or extend to, to any other assets or encumber, assets which constitute Collateral or the Equity Interests property of the any Borrower or any of Subsidiary;
(l) any Lien securing Indebtedness permitted by 6.01(h), provided that such Indebtedness is, to the Subsidiariesextent required by Section 6.01(h), subordinated and (ii) such Liens secure only Indebtedness incurred evidenced by such Foreign Subsidiary pursuant to a note pledged in accordance with Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary securing Refinancing Indebtedness, to the extent that the Indebtedness being refinanced was originally permitted to be secured pursuant to the Melody Mortgage Warehousing Facility;
(n) this Section 6.02, provided that any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply or extend to any property or assets of the any Borrower or any Subsidiary other Subsidiarythan property or assets subject to the Liens securing the Indebtedness being refinanced;
(n) bankers' liens and Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business consistent with past practices in connection with title insurance, purchase agreements, judgment liens (if released, bonded or stayed within 60 days) and leases and subleases;
(o) Liens arising solely by virtue prejudgment liens in respect of any statutory or common law provision relating to bankers' liens, rights property of set-off or similar rights and remedies as to deposit accounts or other funds maintained a Foreign Subsidiary that are incurred in connection with a creditor depository institution; providedclaim or action against such Foreign Subsidiary before a court or tribunal outside of the United States, provided that such liens do not, individually or in the aggregate, have a Material Adverse Effect;
(ip) Liens on the assets of the Insurance Subsidiaries securing self insurance and reinsurance obligations and letters of credit or bonds issued in support of such deposit account is not a dedicated cash collateral account self insurance and is not reinsurance obligations, provided that the assets subject to restrictions against access by such Liens shall only be assets of the Borrower or any Subsidiary Insurance Subsidiaries;
(q) deposits made prior to 1992 plus interest and income earned thereon to secure the Parent Borrower's obligations in excess respect of those set forth by regulations promulgated by the Board its Public Issue of 7.5% Dual Currency Swiss Franc Bonds dated 1986 and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutiondue 1998/2001; and
(pr) Liens not otherwise permitted by the foregoing clauses (a) through (q) securing any Indebtedness or other obligations, provided that the aggregate principal amount of such Indebtedness and other obligations secured by Liens in respect of obligations permitted by this clause (other than Indebtednessr) on property with a fair market value shall not in excess of exceed $2,000,0005,000,000 at any time outstanding.
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof Liens imposed by the Borrower or any Subsidiary; PROVIDED that (i) law, such Lien is not created in contemplation as Liens of or in connection with such acquisitioncarriers, warehousemen, mechanics, materialmen and landlords, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) similar Liens for taxes, fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising incurred in the ordinary course of business and securing obligations for sums not constituting borrowed money that are not due and payable overdue for a period of more than thirty (30) days or which that are being contested in compliance good faith by appropriate proceedings and for which adequate reserves have been established in accordance with Section 5.03GAAP (if so required);
(fd) pledges and deposits made Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default hereunder) incurred in the ordinary course of business in compliance connection with workmenworker's compensation, unemployment insurance and or other social security laws forms of governmental insurance or regulations;
(g) deposits benefits, or to secure the performance of letters of credit, bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations)tenders, statutory obligations, surety and appeal bonds, performance bonds leases, government contracts and other similar obligations of a like nature incurred (other than obligations for borrowed money) entered into in the ordinary course of business;
(he) zoning restrictionsLiens for taxes, easements, rights-of-way, restrictions on use of real property and assessments or other similar encumbrances incurred in the ordinary course of business which, in the aggregate, governmental charges or statutory obligations that are not substantial delinquent or remain payable without any penalty or that are being contested in amount good faith by appropriate proceedings and do not materially detract from the value of the property subject thereto or interfere for which adequate reserves have been established in accordance with the ordinary conduct of the business of the Borrower or any of its SubsidiariesGAAP (if so required);
(if) Liens securing any purchase money security interests in real property, improvements thereto Indebtedness permitted under Section 6.01; provided that any such Lien (a) shall attach to such property concurrently with or equipment hereafter acquired within ten (or, in 10) days after the case of improvements, constructed) acquisition thereof by the Borrower or any the applicable Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (iib) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does shall not exceed 100% the lesser of the cost of such real property, improvements or equipment at the time of such acquisition (or constructiony) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any such property subject or (z) the cost thereof to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, applicable Subsidiary and (iic) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or shall not encumber any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any other property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(og) any attachment or judgment Lien not constituting an Event of Default hereunder that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);
(h) Liens arising solely by virtue from the filing, for notice purposes only, of any statutory or common law provision relating to bankers' liens, rights financing statements in respect of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that true leases;
(i) such deposit account is not a dedicated cash collateral account and is not subject with respect to restrictions against access any real property occupied by the Borrower or any Subsidiary in excess Subsidiary, all easements, rights of those set forth by regulations promulgated by way, licenses and similar encumbrances on title that do not materially impair the Board and use of such property for its intended purposes; and
(iij) such deposit account is not intended by other Liens securing obligations of the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens not exceeding $5,000,000 in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000aggregate amount outstanding at any time.
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Restricted Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the any Borrower and its Restricted Subsidiaries existing on the date hereof Closing Date and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderClosing Date;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the any Borrower or any Restricted Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the any Borrower or any SubsidiaryRestricted Subsidiary and (iii) such Lien does not (A) materially interfere with the use, occupancy and operation of any Mortgaged Property, (B) materially reduce the fair market value of such Mortgaged Property but for such Lien or (C) result in any material increase in the cost of operating, occupying or owning or leasing such Mortgaged Property;
(d) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(e) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, landlord’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(g) (i) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness and (ii) Liens on the receivables of any Foreign Subsidiary to secure Indebtedness of such Foreign Subsidiary in respect of performance bonds and similar obligations in an aggregate principal amount not to exceed the foreign currency equivalent of $10,000,000 at any one time outstanding;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the any Borrower or any of its Restricted Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the any Borrower or any SubsidiaryRestricted Subsidiary or in respect of Capital Lease Obligations; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d6.01(k), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the any Borrower or any Restricted Subsidiary;
(j) Liens arising out from the rendering of judgments a final judgment or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED order that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandinggive rise to an Event of Default;
(k) Liens on assets of Foreign Subsidiariessecuring Acquired Indebtedness; provided that (i) such Indebtedness was secured by such Liens do not extend to, or encumber, assets which constitute Collateral or at the Equity Interests time of the Borrower or any of the Subsidiaries, relevant Permitted Acquisition and such Liens were not incurred in contemplation thereof and (ii) such Liens secure only Indebtedness incurred by do not extend to (x) any property of Terex or the Restricted Subsidiaries (other than the Acquired Person) or (y) to any property of the Acquired Person other than the property securing such Foreign Subsidiary pursuant to Section 6.01(h)Liens on the date of the relevant Permitted Acquisition;
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facilitysecuring Refinancing Indebtedness, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person extent that exists at the time such person becomes a Subsidiary and Indebtedness being refinanced was originally secured in accordance with this Section 6.02; provided that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any additional property or assets of the Borrower Terex or any other Restricted Subsidiary;
(m) Liens in favor of any Loan Party;
(n) Liens on Program Receivables purported to be sold by Terex or any Restricted Subsidiary in connection with the Receivables Program; and
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value and assets of the Foreign Subsidiaries not in excess constituting Collateral to secure Indebtedness of $2,000,000Foreign Subsidiaries incurred under Section 6.01(o).
Appears in 1 contract
Samples: Credit Agreement (Terex Corp)
Liens. CreateThe Company shall not create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any personPerson, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, thereof except:
(a) Liens on property securing the Senior Debt or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements any replacement or refinancing thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03and payable;
(ec) statutory Liens of landlords, carriers', warehousemen's, mechanics', materialmen's, repairmen's or repairmen and other like Liens arising similar liens imposed by law, which are incurred in the ordinary course of business and securing obligations that are for sums not due and payable more than thirty (30) days delinquent or which are being diligently contested in compliance good faith in a manner which stays enforcement of such Liens, provided that appropriate provisions shall have been established therefor in accordance with Section 5.03GAAP and the aggregate amount of liabilities secured by such Liens does not exceed $250,000 at any time;
(fd) Liens (other than any Lien imposed by ERISA or any rule or regulation promulgated thereunder) incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);
(e) pledges and deposits deposits, in an aggregate amount not to exceed $200,000, made in the ordinary course of business in compliance with workmen's compensation, workers' compensation unemployment insurance and other social security laws or regulations;
(gf) deposits Liens for purchase money obligations; provided, that (i) the purchase of the asset subject to secure any such Lien is permitted under Section 6.15, ------------ (ii) the performance of bids, trade contracts Indebtedness secured by any such Lien is permitted under Section 6.1; ----------- and (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety iii) any such Lien encumbers only the asset so purchased and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessproceeds resulting from the sale thereof;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower Company or any of its Subsidiaries;
(ih) purchase money security interests in real property, improvements thereto any attachment or equipment hereafter acquired (or, in the case judgment Lien not constituting an Event of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that Default under Section 7.1
(i) such security interests secure Indebtedness permitted any interest or title of a lessor or sublessor under any lease prohibited by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;this Agreement; and
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary date hereof and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition renewals and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) extensions thereof, which Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those are set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000.Schedule 6.2 hereto. ------------
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests in or other securities of any person, including the Borrower or any Subsidiary) now owned or hereafter acquired by it it, or on assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule SCHEDULE 6.02; provided PROVIDED that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior created under the First Lien Loan Documents and Liens securing Permitted Refinancing Indebtedness used to Refinance the acquisition thereof by Indebtedness under the Borrower or any Subsidiary; PROVIDED that (i) such First Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any SubsidiaryLoan Documents;
(d) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(e) carriers', maritime, warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and or Liens arising out of unit or joint operating agreements, in each case securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations and Synthetic Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase money security interests in real propertyproperty (other than Oil and Gas Properties), improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d6.01(e), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect that do not constitute an Event of which Holdings, the Borrower or any Default under clause (i) of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedingsArticle VII; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;and
(k) other Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests securing obligations of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody Subsidiaries in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value an aggregate principal amount not in excess of $2,000,0002,500,000 at any time.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Pacific Energy Resources LTD)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Restricted Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries Holdings or any Restricted Subsidiary existing on the date hereof Closing Date and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) statutory Liens of landlords, banks (and rights of set-off), carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien existing on any property imposed pursuant to Section 401(a)(29) or asset prior to 412(n) of the acquisition thereof Code or by ERISA), in each case incurred in the Borrower or any Subsidiary; PROVIDED that ordinary course of business (i) such Lien is for amounts not created in contemplation of yet overdue or in connection with such acquisition, and (ii) for amounts that are overdue and that (in the case of any such Lien does not apply to amounts overdue for a period in excess of 30 days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any other property or assets of the Borrower or any Subsidiarysuch contested amounts;
(d) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for taxes, fees, assessments the payment of borrowed money or other governmental charges not yet due Indebtedness), so long as no foreclosure, sale or which are being contested in compliance similar proceedings have been commenced with Section 5.03respect to any portion of the Collateral on account thereof;
(e) carriers'with respect to real property of the Restricted Subsidiaries, warehousemen'scovenants, mechanics'conditions, materialmen'seasements, repairmen's rights-of-way, restrictions, encroachments, encumbrances and other imperfections or other like irregularities in title, in each case which were not incurred in connection with and do not secure Indebtedness for borrowed money and do not or will not interfere in any material respect with the ordinary conduct of the business of Holdings or any of the Restricted Subsidiaries or with the use of such real property for its intended use;
(f) any interest or title of a lessor or sublessor under any lease of property permitted hereunder, and any Lien to which such interest or title is subject;
(g) Liens arising solely on any xxxx xxxxxxx money deposits made by Holdings or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business and Liens on a Specified Warehouse created in connection with a Sale and Lease Back Transaction involving such Specified Warehouse;
(i) 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;
(j) licenses of Patents, Trademarks, Copyrights, trade secrets, service marks, tradenames and any other intellectual property rights granted by Holdings or any of the Restricted Subsidiaries in the ordinary course of business and not interfering in any material respect with the conduct of the business of Holdings or such Restricted Subsidiary;
(k) construction liens arising in the ordinary course of business, including liens for work performed for which payment has not been made, securing obligations that are not due and payable or, in the case of any amounts overdue for a period in excess of 30 days, are being contested in good faith by appropriate proceedings and in respect of which, if applicable, Holdings or the relevant Restricted Subsidiary thereof shall have set aside on its books reserves as shall be required by GAAP;
(l) Liens for taxes, assessments or other governmental charges or levies not yet delinquent, or which are for less than $5,000,000 in the aggregate, or which are being contested in compliance with Section 5.03good faith by appropriate proceedings or for property taxes on property (other than Mortgaged Property or property that, pursuant to the terms hereof, is required to become Mortgaged Property) that Holdings or one of the Restricted Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(gm) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease ObligationsLeases), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature made or incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;
(hn) zoning restrictions, easements, trackage rights, leases (other than Capital Leases), licenses, special assessments, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business whichwhich were not incurred in connection with and do not secure Indebtedness for borrowed money, and, individually or in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower Holdings or any of the Restricted Subsidiaries or with the use of such real property for its Subsidiariesintended use;
(io) purchase money security interests in real property, equipment or other property or improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by any Restricted Subsidiary (including the Borrower or any Subsidiaryinterests of vendors and lessors under conditional sale and title retention agreements); PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d6.01(k), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 270 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, equipment or other property or improvements or equipment at the time of such acquisition (or construction), including transaction costs incurred by Holdings or any Restricted Subsidiary in connection with such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower Holdings or any SubsidiaryRestricted Subsidiary (other than to accessions to such equipment or other property or improvements; provided that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender);
(jp) Liens arising out of judgments operating lease or awards Capital Lease transactions permitted under Section 6.01(k) and transactions permitted by Section 6.03, so long as such Liens attach only to the property sold and being leased in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (transaction and any cash accessions thereto or proceeds thereof and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingrelated property;
(kq) Liens on assets securing judgments for the payment of Foreign Subsidiaries; provided money in an aggregate amount not in excess of $10,000,000 (except to the extent covered by insurance, and the Administrative Agent shall be reasonably satisfied with the credit of such insurer), unless such judgments shall remain undischarged for a period of more than 30 consecutive days during which execution shall not be effectively stayed;
(r) Liens that are contractual rights of setoff (i) such Liens do relating to the establishment of depository relations with banks not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody given in connection with the Melody Loan Arbitrage Facility issuance of Indebtedness or (ii) pertaining to pooled deposit and/or sweep accounts of Holdings and/or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the Melody Mortgage Warehousing Facility to secure Indebtedness under ordinary course of business of Holdings and the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such IndebtednessRestricted Subsidiaries;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(ns) any Lien existing on any property or asset of any person that exists at the time such person becomes Holdings or a Restricted Subsidiary and that secured securing Indebtedness (including Permitted Refinancing Indebtedness) permitted by Section 6.01(i6.01(m); PROVIDED provided that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower Holdings or any of the Restricted Subsidiaries not securing such Indebtedness at the date of the acquisition of such property or asset (other Subsidiarythan after acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such date and permitted hereunder which contains a requirement for the pledging of after acquired property, it being agreed that such after acquired property shall not include property of Holdings and the Restricted Subsidiaries, other than any such acquired Restricted Subsidiary of Holdings, that would have been included but for such acquisition);
(ot) the replacement, extension or renewal of any Lien permitted above; provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement;
(u) Liens arising solely on any property or asset of a non-Loan Party securing Indebtedness of non-Loan Parties permitted by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts Section 6.01 or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) of a non-Loan Party not prohibited hereunder;
(v) subject to the ABL Intercreditor Agreement, the Liens securing Indebtedness permitted by Section 6.01(g);
(w) [Intentionally Omitted];
(x) Liens securing Indebtedness permitted under Section 6.01(v) or (w), in each case subject to an Intercreditor Agreement, so long as any first priority Lien on property the Collateral will be pari passu with the Lien thereon securing the Term Facility Obligations or any junior Lien on the Collateral will be junior and subordinated to the Lien thereon securing the Obligations;
(y) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business, consistent with past practices and not for speculative purposes;
(z) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;
(aa) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers of Holdings, any Borrower or any of its Restricted Subsidiaries in the ordinary course of business;
(bb) Liens of a fair market value collection bank arising under Section 4-210 of the UCC on items in the course of collection;
(cc) Liens securing Other Secured Obligations (under and as defined in the Term Loan Agreement);
(dd) Liens on cash or Permitted Investments used to satisfy or discharge Indebtedness; provided that, such satisfaction or discharge is permitted hereunder; and
(ee) Liens not in excess otherwise permitted by this Section 6.02; provided that, the aggregate amount of Indebtedness and other obligations secured thereby does not exceed $2,000,000100,000,000 at any time and such Liens are not secured by the Revolving Credit First Lien Collateral.
Appears in 1 contract
Samples: Revolving Credit Agreement (Houghton Mifflin Harcourt Co)
Liens. CreateOn or after the Closing Date, create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) -140- now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof Closing Date and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(ed) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(fe) Liens (other than any Lien imposed by ERISA), pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(gf) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than including Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrowers or any of the Subsidiaries;
(h) Liens arising out of judgments or awards in respect of which a Borrower or any of its Subsidiariesthe Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed U.S.$10,000,00025,000,000 at any time outstanding;
(i) Liens securing Indebtedness permitted under Section 6.01(e) and any Permitted Refinancing Indebtedness thereof; provided that such Liens are subject to a Customary Junior Lien Intercreditor Agreement;
(j) purchase money security interests in real property, improvements thereto or equipment hereafter personal property owned or acquired (or, in the case of improvements, constructed) by the Borrower Borrowers or any Subsidiary; PROVIDED that provided that, with respect to such security interests in any of the foregoing types of property acquired after the Closing Date, (i) such security interests secure -141- Indebtedness permitted by Section 6.01(d)6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 10090% of the lesser of the cost or the fair market value of such real property, improvements or equipment personal property at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower Borrowers or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets Equity Interests in a Special Purpose Business Entity incurred for the purpose of Foreign Subsidiariesproviding independent financing for such Special Purpose Business Entity; provided provided, however, that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or are non-recourse as to the Equity Interests of the Parent Borrower or any of the Subsidiaries, and (ii) its Subsidiaries holding any Equity Interests in such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)Special Purpose Business Entity;
(l) Liens securing Indebtedness and not otherwise permitted under this Section 6.02; provided that the aggregate principal amount of all Indebtedness secured by such Liens does not exceed $20,000,000 at any time outstanding; provided further that no Lien on investments made any Collateral of any Borrower or any of their Subsidiaries shall be permitted by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtednessthis Section 6.02(l);
(m) Liens on commercial mortgage loans originated and owned by Melody with respect to the Australian Borrower or any Mortgage Banking Subsidiary pursuant to Australian Subsidiary, Liens arising in connection with a deemed security interest under Section 12(3) of the Melody Mortgage Warehousing FacilityPPSA (Australia) which do not secure payment or performance of any obligation;
(n) any Lien existing on any property or asset of any person that exists at with respect to the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Australian Borrower or any other Australian Subsidiary, Liens arising solely by operation of the PPS Law in the proceeds of an asset which is the subject of a Lien (including under any retention of title arrangement in the ordinary course of business) or any commingled product or mass of which that asset becomes part, where the obligation secured by that Lien is limited to the unpaid balance of the purchase money for the original asset and that unpaid balance is not yet due;
(o) Liens with respect to the Australian Borrower or any Australian Subsidiary, any Lien over goods and products, or documents of title to goods and products (including under any retention of title arrangement) each arising solely by virtue in the ordinary course of business where the Lien secures only the acquisition cost, leasing cost or selling price (and other amounts incidental to those amounts) of such goods and products;
(p) with respect to the Australian Borrower or any statutory Australian Subsidiary, any netting or common law provision relating to bankers' liens, rights of set-off or similar rights arrangement entered into by any such entity in the ordinary course of its banking arrangements for the purposes of netting debit and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutioncredit balances; and
(pq) other with respect to the Australian Borrower or any Australian Subsidiary, any payment or close out netting or set-off arrangement pursuant to any derivative or foreign exchange transaction entered into by any such entity, but excluding any Liens in respect of obligations (other than Indebtedness) on property with under a fair market value not in excess of $2,000,000credit support arrangement.
Appears in 1 contract
Liens. Create, incur, assume or permit to exist exist, directly or indirectly, any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:except the following (collectively, the “Permitted Liens”):
(a) Liens on property for Taxes, assessments or assets of the Borrower governmental charges or levies not yet due and its Subsidiaries existing on the date hereof payable or delinquent and set forth Liens for Taxes, assessments or governmental charges or levies, which are being contested in Schedule 6.02; provided that such Liens shall secure only those obligations good faith by appropriate proceedings for which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderadequate reserves have been established in accordance with GAAP;
(b) Liens in respect of property of any Lien created under Company imposed by Requirements of Law, which were incurred in the Loan Documentsordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, that are not overdue for a period of more than 60 days or which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings;
(c) any Lien existing in existence on the Closing Date that is, except in the case of any property such Lien securing obligations in a principal amount less than $5.0 million, set forth on Schedule 6.02(c) and any Lien granted as a replacement or asset prior to the acquisition thereof by the Borrower substitute therefor; provided, that, any such replacement or any Subsidiary; PROVIDED that substitute Lien (i) such Lien is except as permitted by Section 6.01(b)(ii)(A), does not created in contemplation secure an aggregate amount of or in connection with such acquisitionIndebtedness, if any, greater than that secured on the Closing Date and (ii) such Lien does not apply to encumber any property (or type of property) other than the property (or assets type of property) subject thereto on the Borrower or any SubsidiaryClosing Date;
(d) Liens for taxeseasements, feesrights-of-way, assessments restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or other governmental charges encumbrances, and minor title deficiencies on or with respect to any Real Property, in each case whether now or hereafter in existence, not yet due (i) individually or which are being contested in compliance the aggregate materially impairing the value or marketability of such Real Property or (ii) individually or in the aggregate materially interfering with Section 5.03the ordinary conduct of the business of the Companies at such Real Property;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising out of judgments, attachments or awards not resulting in the ordinary course an Event of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03Default;
(f) pledges and Liens (i) imposed by Requirements of Law, or deposits made in the ordinary course of business in compliance with workmen's connection with, workers’ compensation, unemployment insurance and other types of social security laws legislation, (ii) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or regulations(iii) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided, that, with respect to clauses (i), (ii) and (iii) of this paragraph (f), such Liens are for amounts not overdue for more than 60 days or, to the extent such amounts are so overdue, such amounts are being contested in good faith by appropriate proceedings;
(g) deposits to secure Liens arising out of conditional sale, title retention, consignment or similar arrangements for the performance sale of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred goods entered into by any Company in the ordinary course of business;
(h) zoning restrictionsLiens securing Indebtedness incurred pursuant to Section 6.01(e); provided, easementsthat, rights-of-wayany such Liens attach only to the property being developed, restrictions on use constructed, leased or purchased with the proceeds of real such Indebtedness and do not encumber any other property of any Company (other than improvements thereon);
(i) bankers’ Liens, rights of setoff and other similar encumbrances incurred Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Company, in each case granted in the ordinary course of business whichin favor of the bank, banks, securities intermediary or securities intermediaries with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided, that, unless such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly) the aggregaterepayment of any Indebtedness, are not substantial in amount and do not materially detract from the value other than Indebtedness of the property subject thereto type referred to in Section 6.01(i) or interfere with the ordinary conduct obligations in respect of the business of the Borrower dishonored or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiaryreturned items;
(j) Liens arising out on property of judgments a Person existing at the time such Person is acquired or awards in respect of which Holdings, merged with or into or consolidated with any Company to the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards extent permitted hereunder (and any cash not created in anticipation or contemplation thereof), and the fair market value replacements and refinancings thereof; provided, that, such Liens do not extend to property of any property such Person acquired that are not subject to such Liens at the time of acquisition (other than improvements thereon) and, in the case of any such replacement or refinancing Liens) does not exceed $7,500,000 at any time outstanding, are no more favorable to the lienholders than such existing Lien;
(k) Xxxxx granted pursuant to the Security Documents to secure the Secured Obligations;
(l) leases, licenses, subleases and sublicenses granted by any Company in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Companies;
(m) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;
(n) Liens on assets of Foreign Subsidiariessecuring Indebtedness incurred pursuant to Section 6.01(f); provided that provided, that, (i) such Liens do not extend to, or encumber, assets property (including Equity Interests) which constitute constitutes Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure extend only Indebtedness incurred by such to the property (or Equity Interests) of the Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of incurring such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely securing secured Indebtedness permitted by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institutionSection 6.01(m)(ii) (including Contingent Obligations in respect thereof permitted by Section 6.01(h)) on Collateral; provided, that (i) that, such deposit account is not a dedicated cash collateral account Liens are subordinated to the Liens created pursuant to the Security Documents and is not are otherwise subject to restrictions against access an intercreditor agreement reasonably satisfactory to the Administrative Agent and the Collateral Agent as evidenced by their execution and delivery thereof;
(p) the interest or title of a lessor under any lease entered into by Borrower or any of its Subsidiaries as lessee and covering only the property so leased;
(q) any interest of any licensor in any Intellectual Property licensed by Borrower or any Subsidiary;
(r) Liens arising as a matter of law to secure the purchase of goods purchased by Borrower or any Subsidiary; provided, that, the only obligations secured thereby are trade accounts payable with respect to the purchase of such goods arising in the ordinary course of business and the only property subject to such Liens are the goods so purchased and any title document in respect thereof;
(s) Liens on property existing at the time Borrower or any Subsidiary acquired such property (and not created in excess anticipation or contemplation thereof), and replacements and refinancings thereof; provided, that, such Liens do not extend to property not subject to such Liens at the time of those set forth acquisition (other than improvements thereon) and, in the case of any such replacement or refinancing Liens, are no more favorable to the lienholders than such existing Lien;
(t) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.04; provided, that, such Liens do not extend to any assets other than the assets subject to such repurchase agreement;
(u) Liens on specific goods and proceeds thereof securing Borrower’s or any Subsidiary’s obligations in respect of letters of credit issued or created for the account of Borrower or such Subsidiary in the ordinary course of business to facilitate the purchase, storage or shipment of such goods;
(v) Liens securing reimbursement obligations and related interest, fees and expenses with respect to trade letters of credit permitted hereunder; provided, that, such Liens do not extend to any property other than the goods financed by, or purchased by regulations promulgated means of, such letters of credit and documents of title in respect thereof; and
(w) Liens not otherwise permitted by this Section 6.02 securing Indebtedness or other obligations of Borrower or any Subsidiaries so long as the Board aggregate outstanding principal amount of the obligations secured thereby does not exceed at any time outstanding the greater of (i) $30.0 million and (ii) such deposit account is not intended by 15% of Consolidated EBITDA for the Borrower or any Subsidiary to provide collateral most recent four fiscal quarter period ended prior to such depository institutiondate of determination for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b); and
(p) other provided, that, no consensual Liens in respect of obligations (shall be permitted to exist, directly or indirectly, on any Collateral, other than Indebtedness) on property with a fair market value not Liens granted pursuant to the Security Documents and as permitted in excess of $2,000,000Section 6.02(o).
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any personPerson, including the Borrower or any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges or levies not yet due or which are being contested in compliance with Section 5.03;
(ed) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, vendor’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable delinquent or which are being contested in compliance with Section 5.03;
(fe) pledges and deposits made Liens incurred in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(gf) Liens or deposits incurred to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, insurance, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hg) zoning restrictions, easements, licenses, rights-of-way, provisions, covenants, minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, Liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord, ground lessor or owner of the leased property, with or without consent of the lessee) restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(ih) purchase money security interests in real property, improvements thereto or fixed or capital assets or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d)6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 180 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iviii) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(i) judgment Liens securing judgments, decrees or orders of any court not constituting an Event of Default under Article VII;
(j) Liens arising out of judgments under any obligations or awards in respect of which Holdings, the Borrower or duties affecting any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value property of any Person to any municipality or public authority with respect to any franchise, grant, license or permit which do not materially impair the use of such property subject to such Liens) does not exceed $7,500,000 at any time outstandingfor the purposes for which it is held;
(k) Liens on assets securing Eligible Commodity Hedging Agreements, Specified Hedging Agreements of Foreign Subsidiaries; provided the Loan Parties or Treasury Services Agreements of the Loan Parties that are pari passu with the Liens securing the Obligations so long as the Acceptable Commodity Counterparty or Acceptable Financial Counterparty party thereto joins the Intercreditor Agreement pursuant to the terms thereof or in a manner reasonably satisfactory to the Term Loan Administrative Agent and the Collateral Trustee and such Lien is granted in compliance with the terms and provisions of the Intercreditor Agreement, including Section 5.6 of the Intercreditor Agreement;
(l) Liens securing the pari passu (i) term loan credit facility under the Term Loan Documents and (ii) letter of credit facility permitted pursuant to Section 6.01(f), in each case, that are pari passu with the Liens securing the Obligations so long as any secured party thereunder joins the Intercreditor Agreement pursuant to the terms thereof or in a manner reasonably satisfactory to the Collateral Trustee and such Lien is granted in compliance with the terms and provisions of the Intercreditor Agreement, including Section 5.5 of the Intercreditor Agreement;
(m) Liens do granted by the Borrower or any of its Subsidiaries on its or their rights under any insurance policy, but only to the extent that such Lien is granted to the insurers under such insurance policies or any insurance premium finance company to secure payment of the premiums and other amounts owed to the insurers or such premium finance company with respect to such insurance policy;
(n) Liens (i) securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the proceeds and products thereof or (ii) on deposits and Permitted Investments securing reimbursement obligations with respect to any Cash Collateralized Letter of Credit and Reimbursement Agreement;
(o) Liens on cash deposits in the nature of a right of setoff, banker’s lien, counterclaim or netting of cash amounts owed arising in the ordinary course of business on deposit accounts;
(p) Liens in respect of “true leases”, and not extend in respect of Indebtedness, arising from Uniform Commercial Code financing statements filed for information purposes with respect to leases incurred in the ordinary course of business and not otherwise prohibited by this Agreement;
(q) inchoate statutory Liens arising under ERISA;
(r) Liens on cash and short-term investments deposited by the Borrower or any of its Subsidiaries with or on behalf of brokers, credit clearing organizations, independent system operators, regional transmission organizations, pipelines, state agencies, federal agencies, futures contract brokers, customers, trading counterparties, or any other parties or pledged by the Borrower or any of its Subsidiaries to secure its obligations and/or the obligations of any Subsidiary and/or the Borrower with respect to: (i) any contracts and transactions for the purchase, sale, exchange of, or the option (whether physical or financial) to purchase, sell or exchange (a) natural gas, (b) electricity, (c) coal, (d) petroleum-based liquids, (e) oil, (f) emissions, (g) waste byproducts, (h) weather or (i) any other energy-related commodity or derivative; (ii) any contracts or transactions for the processing, transmission, transportation, or storage of, or any other services related to any commodity identified in subparts (a) - (i) above, including any capacity agreement; (iii) any financial derivative agreement (including but not limited to swaps, options or swaptions) related to any commodity identified in subparts (a) - (i) above, or to any interest rate or currency rate management activities; (iv) any agreement for membership or participation in an organization that facilitates or permits the entering into or clearing of any agreement described in this Section 6.02(r), including Netting Agreements in respect thereof; (v) any agreement combining part or all of any of the agreements described in this Section 6.02(r) including Netting Agreements in respect thereof; (vi) any document relating to any agreement described in this Section 6.02(r) that is filed with a governmental body and any related service agreements; or (vii) any commercial or trading agreements, each with respect to, or encumberinvolving the purchase, assets which constitute Collateral transmission, distribution, sale, lease or hedge of, any energy, generation capacity or fuel, or any other energy related commodity or service, price or price indices for any such commodities or services or any other similar derivative agreements, and any other similar agreements (such agreements, including Netting Agreements in respect thereof, described in clauses (i) through (vii) of this Section 6.02(r) being collectively, “Permitted Contracts”), and letters of credit supporting Permitted Contracts (including any reimbursement obligations with respect to such letters of credit);
(s) Liens granted by the Equity Interests Borrower or any of its Subsidiaries to a counterparty and/or to Affiliates of such counterparty (each, a “Permitted Contracts Counterparty”) on accounts receivable and other obligations owed to, and other rights of the Borrower or any of its Subsidiaries under, Permitted Contracts to secure the SubsidiariesBorrower’s or such Subsidiary’s obligations under such Permitted Contract, and any netting, setoff or similar rights granted by the Borrower or any of its Subsidiaries to a Permitted Contracts Counterparty pursuant to a Permitted Contract;
(t) extensions, renewals or replacements of any of the Liens permitted in clauses (a) and (h) so long as (i) the principal amount of the Indebtedness or obligation secured thereby is no greater than the principal amount of such Indebtedness or obligation at the time such Lien was permitted hereunder except for increases in an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, renewal, refinancing, or replacement and in an amount equal to any existing commitments unutilized thereunder, (ii) any such extension, renewal or replacement Lien is limited to the property originally encumbered thereby, and (iiiii) such Liens secure only any renewal or extension of the Indebtedness incurred or obligations secured or benefited thereby is permitted by such Foreign Subsidiary pursuant to Section 6.01(h)6.01;
(lu) Liens on investments made by Melody with respect to the Mortgaged Properties that are exceptions as set forth in the title insurance policies (or commitments) issued in connection with the Melody Loan Arbitrage Facility or Mortgages, all of which exceptions must be acceptable to the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such IndebtednessCollateral Trustee in its reasonable discretion;
(mv) Liens on commercial mortgage loans originated and owned Any interest or title of a lessor or sublessor under any lease entered into by Melody the Borrower or any Mortgage Banking Subsidiary pursuant to in the Melody Mortgage Warehousing Facilityordinary course of business and covering only the assets so leased;
(nw) Statutory and common law landlords’ liens under leases to which the Borrower or any Subsidiary is a party;
(x) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or assets of any person Person that exists at becomes a Subsidiary after the date hereof prior to the time such person Person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i)Subsidiary, as the case may be; PROVIDED provided that (i) such Lien was is not created in contemplation of or in connection with such acquisition and or such Person becoming a Subsidiary, (ii) such Lien does not apply to any other property or assets of Intermediate Holdings, the Borrower or any Subsidiary, (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and (iv) the amount of such Indebtedness and other Subsidiaryobligations shall not be permitted to be increased under this clause (x) other than, in the case of obligations other than such Indebtedness, as a result of changes in the underlying market prices and rates relevant to such obligations and otherwise by operation of the terms of such obligations;
(oy) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights pledges and remedies as to deposit accounts or other funds maintained deposits made in connection with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutionMaterial Project Documents; and
(pz) other Liens securing liabilities hereunder in respect of obligations (other than Indebtedness) on property with a fair market value an aggregate amount not in excess of to exceed $2,000,00025,000,000 at any time outstanding.
Appears in 1 contract
Liens. CreateThe Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.026.02(a); provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Credit Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary;
(d) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) Liens and deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety surety, indemnity and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase money security interests Liens relating to Indebtedness described in real property, improvements thereto Section 6.01(f);
(j) any interest or equipment hereafter acquired (or, in the case title of improvements, constructed) by a lessor or any Lien encumbering such lessor's interest with respect to any lease to the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;and
(k) judgment Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which otherwise constitute Collateral or the Equity Interests an Event of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000Default.
Appears in 1 contract
Liens. CreateThe Borrower shall not create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) asset now owned or hereafter acquired by it it, or on assign or sell any income or revenues (including accounts receivable rights to distributions) or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided Xxxxx imposed by law for taxes that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges are not yet due or which are being contested in compliance with Section 5.034.06;
(eb) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's or ’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03overdue by more than 60 days;
(fc) pledges and deposits made in the ordinary course of business in compliance with workmen's workers’ compensation, unemployment insurance and other social security laws or regulations;
(gd) deposits to secure the performance of bids, trade contracts (other than for Indebtedness)contracts, leases (other than Capital Lease Obligations)leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred nature, in each case in the ordinary course of business;
(he) judgment liens in respect of judgments that do not constitute an Event of Default under Section 6.01(i);
(f) easements, zoning restrictions, easements, rights-of-way, restrictions way and similar encumbrances on use of real property and other similar encumbrances incurred imposed by law or arising in the ordinary course of business which, in the aggregate, are that do not substantial in amount secure any monetary obligations and do not materially detract from the value of the affected property subject thereto or interfere with the ordinary conduct of the business of the Borrower;
(g) any interest or title of a lessor under any operating lease entered into by the Borrower or any in the ordinary course of its Subsidiariesbusiness and covering only the assets so leased; and
(h) Liens and rights of setoff of banks and securities intermediaries in respect of deposit accounts and securities accounts maintained in the ordinary course of business;
(i) purchase money security interests in real property, improvements thereto any Lien on any property or equipment hereafter acquired (or, in the case asset of improvements, constructed) by the Borrower or any Subsidiaryexisting on the date hereof and set forth in Schedule 5.10(i) hereto; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do Lien shall not apply to any other property or assets asset of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of shall secure only those obligations which it secures on the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutiondate hereof; and
(pj) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000securing Bank Debt permitted to be incurred pursuant to the terms hereof.
Appears in 1 contract
Samples: Commercial Loan Agreement (Beneficient Co Group, L.P.)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower Overnite and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Overnite or any Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower Overnite or any Subsidiary;
(d) Liens securing Securitization Debt incurred pursuant to Section 6.01(h); provided that such Liens attach only to the assets transferred in connection with, or forming part of, such Securitization Transactions and/or the Equity Interests of any special purpose entity to which such assets are transferred;
(e) Liens imposed by Governmental Authorities for taxes, fees, assessments or other governmental charges not yet due and payable or subject to penalty or which are being contested in good faith in compliance with Section 5.03;
(ef) carriers'’, warehousemen's’s, workmen’s, mechanics'’, materialmen's’s, repairmen's ’s suppliers’, landlord’s or other like Liens arising by operation of law, imposed by statute or arising pursuant to customary reservations or retentions of title arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(fg) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(gh) deposits to secure the performance of tenders, sales, bids, trade contracts (other than for Indebtednessborrowed money), leases (other than Capital Lease Obligations)leases, statutory obligations, surety and appeal bonds, customs, performance or return-of-money bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness or required by law;
(hi) zoning restrictions, easements, utility easements, licenses, covenants, rights-of-way, defects or irregularities in title, reservations (including severances, leases or reservations of oil, gas, coal, minerals or water rights), assessment district or similar Liens in connection with municipal financing, building restrictions or restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower Overnite or any of its Subsidiaries;
(ij) purchase money liens or security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower Overnite or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d)6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such liens or security interests do not apply to any other property or assets of the Borrower Overnite or any Subsidiary;
(jk) Liens arising in respect of Capital Lease Obligations and Synthetic Lease Obligations permitted under Section 6.01(e); provided that such Liens apply only to the property that is the subject of the related Capital Lease Obligation or Synthetic Lease Obligation;
(l) Liens arising out of judgments or awards not constituting an Event of Default under paragraph (i) of Article VII;
(m) bankers’ liens and rights of setoff with respect to customary depositary arrangements entered into in respect the ordinary course of which Holdings, business;
(n) Liens of sellers of goods under Article 2 of the Borrower Uniform Commercial Code (the “UCC”) as in effect in any jurisdiction applicable to Overnite or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal their respective properties or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiaryassets;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights a collection bank under Section 4-210 of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutionUCC; and
(p) other Liens that do not, individually or in respect of the aggregate, secure obligations or Indebtedness (other than Indebtedness) on or encumber property with a fair market value not value) in excess of $2,000,00025,000,000 at any one time.
Appears in 1 contract
Samples: Credit Agreement (Overnite Corp)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof Restatement Date and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderRestatement Date;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any SubsidiarySubsidiary and (iii) such Lien does not (A) materially interfere with the use, occupancy and operation of any Mortgaged Property, (B) materially reduce the fair market value of such Mortgaged Property but for such Lien or (C) result in any material increase in the cost of operating, occupying or owning or leasing such Mortgaged Property;
(d) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(e) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, or to secure letters of credit issued to ensure payment or performance of any of the foregoing the obligations in respect of which are permitted under Section 6.01(g);
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase money security interests or other Liens in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided that (i) such security interests or other Liens secure Indebtedness permitted by Section 6.01(d)6.01, (ii) such security interests or other Liens are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 10090% of the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests or other Liens do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 5,000,000 at any time outstanding;
(k) Liens on assets deposits of Foreign Subsidiaries; provided that (i) such Liens do cash collateral required under the terms of Commodity Hedging Agreements entered into in the ordinary course of business in compliance with Section 5.11 in an amount not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or exceeding $5,000,000 at any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)time;
(l) Liens on investments made arising under operating agreements, joint venture agreements, partnership agreements, oil and gas leases, farm-out and farm-in agreements, division orders, contracts for the sale, transportation or exchange of oil or natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business; provided that the amount of any obligations secured thereby that are delinquent, that are not diligently contested in good faith and for which adequate reserves are not maintained by Melody in connection with the Melody Loan Arbitrage Facility Borrower or the Melody Mortgage Warehousing Facility applicable Subsidiary, as the case may be, do not exceed, at any time outstanding, the amount owing by the Borrower or such Subsidiary, as applicable, for two months’ billed operating expenses or other expenditures attributable to secure Indebtedness under such person’s interest in the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with property covered thereby; and provided further that the proceeds obligations secured thereby do not constitute obligations in respect of such Indebtednessborrowed money;
(m) Liens on commercial mortgage loans originated reserved in oil and owned gas mineral leases for bonus or rental payments and for compliance with the terms of such leases, provided that the amount of any obligations secured thereby that are delinquent, that are not diligently contested in good faith and for which adequate reserves are not maintained by Melody the Borrower or the applicable Subsidiary, as the case may be, do not exceed, at any Mortgage Banking Subsidiary pursuant to time outstanding, the Melody Mortgage Warehousing Facility;amount owing by the Borrower or such Subsidiary, as applicable, for two months’ payments as due thereunder; and
(n) any Lien existing Liens on any property pipeline or asset pipeline facilities that arise under operation of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000law.
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower Company and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that to the extent such Liens secure obligations, they shall secure only those obligations which they secure on the date hereof and any extensions, renewals and or replacements thereof to the extent the same are permitted hereunderunder Section 6.01;
(b) any Lien created under the Loan Documents, including Liens created under the First Amended and Restated Security Documents to secure the Pari Passu Exposure, Hedging Agreements entered into with Lenders or Affiliates of Lenders, and the Guarantees described in Section 6.01(k);
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower Company or any SubsidiarySubsidiary and (iii) such Lien does not (A) materially interfere with the use, occupancy and operation of any Mortgaged Property, (B) materially reduce the fair market value of such Mortgaged Property but for such Lien or (C) result in any material increase in the cost of operating, occupying or owning or leasing such Mortgaged Property;
(d) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower Company or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto Liens on fixed or equipment capital assets hereafter acquired (or, in the case of improvements, constructed) by the Borrower Company or any Subsidiary; PROVIDED provided that (i) such security interests Liens secure Indebtedness permitted by Section 6.01(d)6.01, (ii) such security interests Liens are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) except in the case of Capital Lease Obligations, the Indebtedness secured thereby does not exceed 10090% of the lesser of the cost or the fair market value of such real property, improvements fixed or equipment capital asset at the time of such acquisition (or construction) and (iv) such security interests Liens do not apply to any other property or assets of the Borrower Company or any Subsidiary;
(j) Liens on the property of Finsub incurred pursuant to the Receivables Program Documentation;
(k) Liens arising out of judgments or awards that do not constitute an Event of Default under Article VIII, subsection (i) or in respect of which Holdings, the Borrower Company or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 10,000,000 at any time outstanding;; and
(kl) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests capital stock of the Borrower or any of the Subsidiaries, and (ii) such Liens extending to the assets of any Foreign Subsidiary secure only Indebtedness (x) incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
6.01(g) or (ly) Liens on investments made of up to $5,000,000 in the aggregate incurred by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary Foreign Subsidiaries pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i6.01(l); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000.
Appears in 1 contract
Samples: Credit Agreement (Flowserve Corp)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any personPerson, including any Restricted Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights (excluding rights of first refusal) in respect of any thereof, exceptexcept Liens satisfying any of the following tests:
(a) Liens on property or assets of the Borrower and its Restricted Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided provided, however, that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof except as otherwise permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary; PROVIDED provided, however, that (i) such Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any Restricted Subsidiary;
(dc) Liens for taxes, fees, assessments or other governmental or quasi-governmental charges or levies not yet due or which are being contested in compliance with Section 5.03;
(ed) carriers'’, warehousemen's’s, mechanics', materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(e) statutory liens of landlords in respect of property leased by the Borrower or any Restricted Subsidiary;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of and its SubsidiariesRestricted Subsidiaries taken as a whole;
(i) purchase Liens created under the Loan Documents to secure the Obligations (and refinancings thereof);
(j) other Liens to secure purchase-money security interests in real property, improvements thereto or equipment hereafter acquired Indebtedness (or, in the case of improvements, constructedincluding Capital Lease Obligations) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Restricted Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings; and refinancings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (renewals and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiariesreplacements thereof; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other SubsidiaryRestricted Subsidiary consisting of franchise brands (whether now owned or hereafter acquired) and related franchise agreements and (ii) each such Lien is limited to the property and assets acquired in connection with such purchase-money Indebtedness;
(ok) other Liens arising solely by virtue to secure Non-Recourse Indebtedness of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Restricted Subsidiary in excess and refinancings, renewals and replacements thereof; provided that such Liens do not apply to any property or assets of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Restricted Subsidiary to provide collateral to such depository institution; and
consisting of franchise brands (pwhether now owned or hereafter acquired) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000.and related franchise agreements;
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower Borrowers and its the Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and refinancings, extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges Taxes not yet due or which are being contested in compliance with Section 5.03;
(ed) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, lumberman’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(fe) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(gf) deposits in an amount not to exceed $500,000 in aggregate to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any Loan Party or the Borrower or ability of any of Loan Party to utilize such property for its Subsidiariesintended purpose;
(ih) purchase money security interests in real property, improvements thereto or equipment other fixed or capital assets hereafter acquired (or, in the case of improvements, constructed) by the Borrower Borrowers or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d)6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iviii) such security interests do not apply to any other property or assets of the Borrower or any SubsidiaryLoan Party;
(i) judgment Liens securing judgments not constituting an Event of Default under Article VII;
(j) Liens arising out any interest or title of judgments a lessor or awards sublessor under any lease entered into by a Loan Party in respect the ordinary course of which Holdings, business and covering only the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingassets so leased;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or securing the Equity Interests Indebtedness of the Borrower or any Borrowers under the Revolving Credit Agreement and Indebtedness of the Subsidiaries, and (ii) Subsidiary Guarantors under any Guarantees in respect of the Revolving Credit Agreement as long as such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to is permitted under Section 6.01(h6.01(f);
(l) Liens on investments made by Melody cash deposits and other funds maintained with a depositary institution, in connection with each case arising in the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds ordinary course of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely business by virtue of any statutory or common law provision relating to bankers' banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, provided that (i) such the applicable deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary Loan Party in excess of those set forth by in regulations promulgated by the Board and (ii) such the applicable deposit account is not intended by the Borrower or any Subsidiary Loan Party to provide collateral or security to such depository institutionthe applicable depositary institution or any other person;
(m) Liens on cash or deposit accounts to secure letters of credit incurred in connection with the Existing Credit Facility; and
(pn) other Liens reflected on any mortgagee policy of title insurance issued in respect on or prior to the Closing Date in favor of obligations (other than Indebtedness) on property Administrative Agent or the Lenders in connection with a fair market value not in excess of $2,000,000the Mortgages.
Appears in 1 contract
Samples: Term Loan Agreement (Maxxam Inc)
Liens. CreateUnless otherwise expressly permitted by the Secured Party in a Transaction Document or other writing executed by the Secured Party, such Debtor shall not, and shall not permit any of its Subsidiaries to, create, incur, assume assume, or permit suffer to exist any Lien on security interest in, or any property pledge, assignment or assets (including Equity Interests hypothecation of, or any other securities lien or encumbrance on, any Property of any personsuch Debtor or Subsidiary other than, including any with respect to such Debtor or Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets security interests in favor of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensionsSecured Party, renewals and replacements thereof permitted hereunder;
(b) any Lien created customary cash security deposits required under arms-length leases of real property under which such Debtor or Subsidiary is the Loan Documents;
tenant and the landlord is not an Affiliate of the Debtors or their Subsidiaries, (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03;
(e) carriers', warehousemen'sworkers’, mechanics'’, materialmen'sartisans’, repairmen's carriers’, or other like Liens warehousemen’s liens arising in the ordinary course of such Debtor’s or Subsidiary’s business and securing obligations that are amounts not yet due and payable or which are being contested in compliance with Section 5.03;
payable, (fd) pledges or deposits securing the Debtor’s or Subsidiary’s obligations under workmen’s compensation, unemployment insurance, social security or public liability laws or similar legislation, (e) pledges or deposits securing bids, tenders or contracts (other than (i) contracts for the payment of money and deposits (ii) leases) to which such Debtor or Subsidiary is a party, provided that such pledges, deposits, bids, tenders and contracts are made in the ordinary course of business in compliance with workmen's compensationsuch Debtor’s or Subsidiary’s business, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hf) zoning restrictions, easements, rights-of-waylicenses, reservations, covenants, conditions or other restrictions on the use of real property and or other similar encumbrances incurred minor irregularities in title (including leasehold title), so long as the ordinary course of business whichsame do not, in the aggregate, are not substantial in amount materially impair the present use, value or marketability of any real property, leases or leasehold interests to which they apply, and do not materially detract from the value of the property subject thereto (g) liens for taxes or interfere with the ordinary conduct of the business of the Borrower assessments or any of its Subsidiaries;
other governmental charges or impositions (i) purchase money security interests in real propertyif such taxes, improvements thereto assessments, charges or equipment hereafter acquired (orimpositions are not yet due and payable, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition if (or construction), (iiiA) the Indebtedness secured thereby does not exceed 100% of the cost validity of such real propertytaxes, improvements assessments, charges or equipment at the time of impositions is being contested by such acquisition (Debtor or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall Subsidiary in good faith be prosecuting an appeal by appropriate proceedings, (B) such Debtor or proceedings for review in Secured Party shall have set aside on its or their books adequate reserves as required by GAAP with respect to each such tax, assessment, charge or imposition being so contested, (C) the nonpayment of which there shall be secured a subsisting stay of execution pending such appeal taxes, assessments, charges or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) impositions does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend tocreate or result in a lien on, or encumberimpair the value of, assets which constitute Collateral or the Equity Interests of the Borrower or any of the SubsidiariesCollateral, and (iiD) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility no Default or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds Event of such Indebtedness;
(m) Liens on commercial mortgage loans originated Default shall have occurred and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000be continuing.
Appears in 1 contract
Samples: Security Agreement (Svse LLC)
Liens. Create, incur, assume or permit suffer to exist any Lien against or on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) Property now owned or hereafter acquired by it the Borrower or on any income of the Subsidiaries, or revenues permit any of the Subsidiaries so to do, except any one or rights in respect more of any thereof, except:
the following types of Liens: (a) Liens on property in connection with workers’ compensation, unemployment insurance or assets other social security obligations (which phrase shall not be construed to refer to ERISA or the minimum funding obligations under Section 412 of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensionsCode), renewals and replacements thereof permitted hereunder;
(b) any Lien created under Liens to secure the Loan Documents;
performance of bids, tenders, letters of credit, contracts (other than contracts for the payment of Indebtedness), leases, statutory obligations, surety, customs, appeal, performance and payment bonds and other obligations of like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each such case arising in the ordinary course of business, (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisitionmechanics’, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxesworkmen’s, fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03;
(e) carriers'’, warehousemen's, mechanics'’s, materialmen's’s, repairmen's landlords’ or other like Liens arising in the ordinary course of business and securing with respect to obligations that which are not due and payable or which are being contested in compliance with good faith and by appropriate proceedings diligently conducted, (d) Liens for taxes, assessments, fees or governmental charges the payment of which is not required by Section 5.03;
7.2, (fe) pledges and deposits made in the ordinary course easements, rights of business in compliance with workmen's compensationway, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness)restrictions, leases (other than Capital Lease Obligations)of Property to others, statutory obligationseasements for installations of public utilities, surety title imperfections and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property zoning ordinances and other similar encumbrances incurred affecting Property which in the ordinary course of business which, in the aggregate, are not substantial in amount and aggregate do not materially detract from impair its use for the value of the property subject thereto or interfere with the ordinary conduct operation of the business of the Borrower or any such Subsidiary, (f) Liens on Property of its Subsidiaries;
the Subsidiaries under capital leases and Liens on Property (iincluding on the capital stock or other equity interests) purchase money security interests in real property, improvements thereto or equipment hereafter of the Subsidiaries acquired (orwhether as a result of purchase, in capital lease, merger or other acquisition) and either existing on such Property when acquired, or created contemporaneously with or within 12 months of such acquisition to secure the case payment or financing of improvementsthe purchase price of such Property (including the construction, constructeddevelopment, substantial repair, alteration or improvement thereof), and any renewals thereof, provided that such Liens attach only to the Property so purchased or acquired (including any such construction, development, substantial repair, alteration or improvement thereof) and provided further that the Indebtedness secured by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness Liens is permitted by Section 6.01(d)8.1, (iig) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% statutory Liens in favor of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply lessors arising in connection with Property leased to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(lh) Liens on investments made by Melody in connection with of attachments, judgments or awards against the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody Borrower or any Mortgage Banking Subsidiary pursuant of the Subsidiaries with respect to which an appeal or proceeding for review shall be pending or a stay of execution or bond shall have been obtained, or which are otherwise being contested in good faith and by appropriate proceedings diligently conducted, and in respect of which adequate reserves shall have been established in accordance with GAAP on the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets books of the Borrower or any other such Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not Liens securing Indebtedness of a dedicated cash collateral account and is not subject Subsidiary to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and another Subsidiary, (iij) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than IndebtednessLiens permitted by any of the foregoing clauses) on property with arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Borrower and its Subsidiaries, taken as a fair market value whole, (k) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute, and (l) additional Liens securing Indebtedness of the Borrower and the Subsidiaries in an aggregate outstanding Consolidated principal amount not in excess exceeding 15% of $2,000,000Net Tangible Assets.
Appears in 1 contract
Samples: Credit Agreement (CVS Caremark Corp)
Liens. Create, incur, assume or permit to exist any ------ Lien on any property or assets (including Equity Interests stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights (excluding rights of first refusal) in respect of any thereof, except:except (without duplication):
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided provided, -------- however, that such Liens shall secure only those obligations which they ------- secure on the date hereof and extensions, renewals and replacements thereof except as otherwise permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any SubsidiarySubsidiary that secures Indebtedness permitted by Section 6.01(d); PROVIDED provided, however, that (i) such -------- ------- Lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary;
(dc) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(ed) carriers', warehousemen's, mechanics'mechanic's, materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(e) statutory liens of landlords in respect of property leased by the Borrower or any Subsidiary;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure mortgages on properties securing Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, created under the Borrower or any Loan Documents; and
(k) other Liens to secure Indebtedness of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedingsBorrower; PROVIDED provided, -------- however, that the aggregate principal amount of all such judgments or awards (and the Indebtedness so secured ------- at any cash and the fair market value of any property subject to such Liens) time does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,0005,000,000.
Appears in 1 contract
Liens. CreateThe Borrower will not create, incur, assume or permit suffer to exist any Lien on any property or assets (including Equity Interests or other securities of any personits assets, including any Subsidiary) now owned or hereafter acquired by it acquired, and will not permit any Subsidiary to create, incur, assume or suffer to exist any Lien on any income of such Subsidiary’s assets, now owned or revenues or rights in hereafter acquired, relating to any indebtedness of such Subsidiary with respect to which the Borrower has any obligation for the payment of any thereofmoney; excluding, excepthowever, from the operation of the foregoing:
(a) Liens for taxes or assessments or other governmental charges to the extent not required to be paid by Section 5.4.
(b) Materialmen’s, merchants’, carriers’, worker’s, repairer’s, or other like liens arising in the ordinary course of business to the extent not required to be paid by Section 5.4.
(c) Pledges or deposits to secure obligations under worker’s compensation laws, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business.
(d) Zoning restrictions, easements, licenses, restrictions on the use of real property or assets minor irregularities in title thereto, which do not materially impair the use of such property in the operation of the business of the Borrower and its Subsidiaries existing on taken as a whole or the value of such property for the purpose of such business.
(e) Purchase money Liens upon or in property acquired after the date hereof and set forth in Schedule 6.02; hereof, provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is created not created in contemplation later than the 90th day following the acquisition or completion of construction of such property by the Borrower or in connection with such acquisitionits applicable Subsidiary, and (ii) no such Lien does extends or shall extend to or cover any property of the Borrower or its Subsidiaries other than the property then being acquired, fixed improvements then or thereafter erected thereon and improvements and modifications thereto necessary to maintain such properties in working order.
(f) Liens granted by any Acquisition Target prior to the acquisition by the Borrower or any Subsidiary of any interest in such Acquisition Target or its assets, so long as (i) such Lien was granted by the Acquisition Target prior to such acquisition and not apply in contemplation thereof, and (ii) no such Lien extends to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (Subsidiary other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value assets of the property subject Acquisition Target and improvements and modifications thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase money security interests necessary to maintain such properties in real property, improvements thereto or equipment hereafter acquired (working order or, in the case of improvementsan asset transfer, constructed) the assets so acquired by the Borrower or the applicable Subsidiary and improvements and modifications thereto.
(g) Liens (other than those described in subsection (e)) securing any Subsidiary; PROVIDED that indebtedness for borrowed money in existence on the date hereof and listed in Schedule 6.1 hereto.
(h) Liens created under or in connection with this Agreement or the First Mortgage Indenture.
(i) Liens permitted under the First Mortgage Indenture as such security interests secure Indebtedness permitted First Mortgage Indenture exists on the date hereof, without regard to any waiver, amendment, modification or restatement thereof.
(j) Liens securing any refinancing of indebtedness secured by Section 6.01(dthe Liens described in paragraphs (e), (ii) such security interests are incurredf), and (g) , so long as the Indebtedness amount of such indebtedness secured thereby is created, within 90 days after by any such acquisition (or construction), (iii) the Indebtedness secured thereby Lien does not exceed 100% the amount of such refinanced indebtedness immediately prior to the refinancing and such Liens do not extend to assets other than those encumbered prior to such refinancing and improvements and modifications thereto.
(k) Liens granted by any Subsidiary of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets Borrower in favor of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any wholly-owned Subsidiary of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);Borrower.
(l) Liens on investments made not otherwise described in this Section 6.1, so long as the aggregate amount of indebtedness secured by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if all such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to at any property or assets time exceed 10% of the Tangible Net Worth of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000its Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Xcel Energy Inc)
Liens. Create, incur, assume Neither the Company nor any of its Subsidiaries will create or permit incur or suffer to be created or incurred or to exist any Lien on any property Lien; PROVIDED, HOWEVER, that the Company and its Subsidiaries may create or assets incur or suffer to be created or incurred or to exist:
5.8.1. Liens created by the Material Agreements.
5.8.2. Purchase money Liens (including Equity Interests mortgages, conditional sales, Capitalized Leases and any other title retention or other securities deferred purchase devices or similar Contractual Obligations) on assets of the Company or any personof its Subsidiaries existing or created at the time of acquisition thereof, and Liens securing the renewal, extension and refunding of Indebtedness secured by an assets subject to such a Lien in an amount not exceeding the amount thereof remaining unpaid; PROVIDED, HOWEVER, that the aggregate principal amount of Indebtedness (including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights Indebtedness in respect of any thereofCapitalized Lease Obligations) secured by Liens permitted by this Section 5.8.2 shall not exceed the amount permitted by Section 5.6.3, except:
(a) Liens on property or assets Indebtedness secured by each such Lien in each asset shall not exceed the cost of the Borrower asset subject thereto and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens Lien shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior attach solely to the acquisition thereof by the Borrower particular asset so acquired and any additions or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply accessions thereto.
5.8.3. Liens to any other property or assets of the Borrower or any Subsidiary
(d) Liens for secure taxes, fees, assessments or and other governmental charges not yet due or which are being contested in compliance with Section 5.03;
(e) carriers'claims for labor, warehousemen's, mechanics', materialmen's, repairmen's material or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature supplies incurred in the ordinary course of business;.
(h) zoning restrictions5.8.4. Deposits or pledges made in connection with, easementsor to secure payment of, rights-of-wayworkers' compensation, restrictions on use of real property and unemployment insurance, old age pensions or other similar encumbrances social security or in connection with bids or contexts to the extent incurred in the ordinary course of business which, business.
5.8.5. Encumbrances in the aggregatenature of zoning restrictions, are not substantial in amount easements, rights or restrictions of record on the use of real property and landlord's and lessor's liens under leases on the premises rented, which do not materially detract from the value of such property or impair the property subject thereto or interfere with the ordinary conduct of use thereof in the business of the Borrower Company or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000.
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any personPerson, including the Borrower or any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderhereof;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges or levies not yet due or which are being contested in compliance with Section 5.03;
(ed) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, vendor’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable delinquent or which are being contested in compliance with Section 5.03;
(fe) pledges and deposits made Liens incurred in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(gf) Liens or deposits incurred to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, insurance, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(hg) zoning restrictions, easements, licenses, rights-of-way, provisions, covenants, minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, Liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord, ground lessor or owner of the leased property, with or without consent of the lessee) restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(ih) purchase money security interests in real property, improvements thereto or fixed or capital assets or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that provided that
(i) such security interests secure Indebtedness permitted by Section 6.01(d)6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 180 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iviii) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(i) judgment Liens securing judgments, decrees or orders of any court not constituting an Event of Default under Article VII;
(j) Liens arising out of judgments under any obligations or awards in respect of which Holdings, the Borrower or duties affecting any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value property of any Person to any municipality or public authority with respect to any franchise, grant, license or permit which do not materially impair the use of such property subject to such Liens) does not exceed $7,500,000 at any time outstandingfor the purposes for which it is held;
(k) Liens on assets securing Eligible Commodity Hedging Agreements, Specified Hedging Agreements of Foreign Subsidiaries; provided the Loan Parties or Treasury Services Agreements of the Loan Parties that are pari passu with the Liens securing the Obligations so long as the Acceptable Commodity Counterparty or Acceptable Financial Counterparty party thereto joins the Intercreditor Agreement pursuant to the terms thereof or in a manner reasonably satisfactory to the Administrative Agent and the Collateral Trustee and such Lien is granted in compliance with the terms and provisions of the Intercreditor Agreement, including Section 5.6 of the Intercreditor Agreement;
(l) Liens securing the pari passu (i) revolving credit facility permitted pursuant to Section 6.01(h) or (ii) letter of credit facility permitted pursuant to Section 6.01(i), in each case, that are pari passu with the Liens securing the Obligations so long as any secured party thereunder joins the Intercreditor Agreement pursuant to the terms thereof or in a manner reasonably satisfactory to the Administrative Agent and such Lien is granted in compliance with the terms and provisions of the Intercreditor Agreement, including Section 5.5 of the Intercreditor Agreement;
(m) Liens do granted by the Borrower or any of its Subsidiaries on its or their rights under any insurance policy, but only to the extent that such Lien is granted to the insurers under such insurance policies or any insurance premium finance company to secure payment of the premiums and other amounts owed to the insurers or such premium finance company with respect to such insurance policy;
(n) Liens (i) securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the proceeds and products thereof or (ii) on deposits and Permitted Investments securing reimbursement obligations with respect to any Cash Collateralized Letter of Credit and Reimbursement Agreement;
(o) Liens on cash deposits in the nature of a right of setoff, banker’s lien, counterclaim or netting of cash amounts owed arising in the ordinary course of business on deposit accounts;
(p) Liens in respect of “true leases”, and not extend in respect of Indebtedness, arising from Uniform Commercial Code financing statements filed for information purposes with respect to leases incurred in the ordinary course of business and not otherwise prohibited by this Agreement;
(q) inchoate statutory Liens arising under ERISA;
(r) Liens on cash and short-term investments deposited by the Borrower or any of its Subsidiaries with or on behalf of brokers, credit clearing organizations, independent system operators, regional transmission organizations, pipelines, state agencies, federal agencies, futures contract brokers, customers, trading counterparties, or any other parties or pledged by the Borrower or any of its Subsidiaries to secure its obligations and/or the obligations of any Subsidiary and/or the Borrower with respect to: (i) any contracts and transactions for the purchase, sale, exchange of, or the option (whether physical or financial) to purchase, sell or exchange (a) natural gas, (b) electricity, (c) coal, (d) petroleum-based liquids, (e) oil, (f) emissions, (g) waste byproducts, (h) weather or (i) any other energy-related commodity or derivative; (ii) any contracts or transactions for the processing, transmission, transportation, or storage of, or any other services related to any commodity identified in subparts (a) - (i) above, including any capacity agreement; (iii) any financial derivative agreement (including but not limited to swaps, options or swaptions) related to any commodity identified in subparts (a) - (i) above, or to any interest rate or currency rate management activities; (iv) any agreement for membership or participation in an organization that facilitates or permits the entering into or clearing of any agreement described in this Section 6.02(r), including Netting Agreements in respect thereof; (v) any agreement combining part or all of any of the agreements described in this Section 6.02(r) including Netting Agreements in respect thereof; (vi) any document relating to any agreement described in this Section 6.02(r) that is filed with a governmental body and any related service agreements; or (vii) any commercial or trading agreements, each with respect to, or encumberinvolving the purchase, assets which constitute Collateral transmission, distribution, sale, lease or hedge of, any energy, generation capacity or fuel, or any other energy related commodity or service, price or price indices for any such commodities or services or any other similar derivative agreements, and any other similar agreements (such agreements, including Netting Agreements in respect thereof, described in clauses (i) through (vii) of this Section 6.02(r) being collectively, “Permitted Contracts”), and letters of credit supporting Permitted Contracts (including any reimbursement obligations with respect to such letters of credit);
(s) Liens granted by the Equity Interests Borrower or any of its Subsidiaries to a counterparty and/or to Affiliates of such counterparty (each, a “Permitted Contracts Counterparty”) on accounts receivable and other obligations owed to, and other rights of the Borrower or any of its Subsidiaries under, Permitted Contracts to secure the SubsidiariesBorrower’s or such Subsidiary’s obligations under such Permitted Contract, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facilityany netting, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access granted by the Borrower or any Subsidiary of its Subsidiaries to a Permitted Contracts Counterparty pursuant to a Permitted Contract; (t) extensions, renewals or replacements of any of the Liens permitted in excess clauses (a) and (h) so long as (i) the principal amount of those set forth by regulations promulgated by the Board Indebtedness or obligation secured thereby is no greater than the principal amount of such Indebtedness or obligation at the time such Lien was permitted hereunder except for increases in an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, renewal, refinancing, or replacement and in an amount equal to any existing commitments unutilized thereunder, (ii) any such deposit account extension, renewal or replacement Lien is not intended limited to the property originally encumbered thereby, and (iii) any renewal or extension of the Indebtedness or obligations secured or benefited thereby is permitted by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000.Section 6.01;
Appears in 1 contract
Samples: Credit Agreement (Dynegy Inc.)
Liens. Create, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or assets (including Equity Interests or other securities of any personrevenues, including any Subsidiary) whether now owned or hereafter acquired by it acquired, and whether real property or on any income or revenues or rights in respect of any thereofpersonal property, except:except for the following (the “Permitted Liens”):
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderpursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any Lien created under renewals or extensions thereof, provided, that the Loan Documentsproperty covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is Liens for Taxes that are not created yet due for a period of more than thirty (30) days and that are being contested in contemplation good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of or the applicable Person in connection accordance with such acquisition, GAAP and (ii) Liens for Taxes owing with respect to the South Gate Property as of the Closing Date, solely to the extent Borrower does not reasonably anticipate such Taxes to be collectible or such Lien does not apply to any other property or assets of the Borrower or any Subsidiarybe enforceable;
(d) statutory Liens for taxesof landlords and Liens of carriers, feeswarehousemen, assessments mechanics, materialmen, repairmen, construction contractors and suppliers and other Liens imposed by law or other governmental charges not yet due pursuant to customary reservations or which are being contested retentions of title arising in compliance with Section 5.03the Ordinary Course of Business;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's (i) pledges or other like Liens arising deposits in the ordinary course Ordinary Course of business and securing obligations that are not due and payable or which are being contested Business in compliance connection with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's workers’ compensation, unemployment insurance and other social security laws legislation, other than any Lien imposed by ERISA, and (ii) pledges and deposits of cash in the Ordinary Course of Business securing liability for reimbursement or regulationsindemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary;
(gf) deposits to secure the performance of bids, trade contracts, governmental contracts (other than for Indebtedness), and leases (other than Capital Lease ObligationsIndebtedness for borrowed money), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course Ordinary Course of businessBusiness;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property restrictions, encroachments, protrusions and other similar encumbrances incurred in the ordinary course of business whichand minor title defects affecting real property that, in the aggregate, are not substantial in amount and do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower applicable Person;
(h) Liens securing judgments for the payment of money (or any appeal or other surety bonds relating to such judgments) that do not result in an Event of its SubsidiariesDefault under Section 8.01(h);
(i) purchase money security interests in real propertyLiens (other than Liens on Accounts and Inventory) securing Indebtedness permitted under Section 7.03(e); provided, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted Liens do not at any time encumber any Property other than the Property financed by Section 6.01(d)such Indebtedness, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% the cost or fair market value, whichever is lower, of the cost Property subject to such Lien and (iii) such Liens attach to such Property concurrently with or within two hundred seventy (270) days after the acquisition, construction, replacement, repair or improvement thereof (“Purchase Money Liens”);
(j) leases, licenses, subleases or sublicenses granted to others that constitute Permitted Transfers;
(k) any interest or title of such real propertya lessor, improvements sublessor, licensor or equipment at sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases or licenses entered into by the time Borrower or any Subsidiary in the Ordinary Course of such acquisition Business and covering only the assets so leased, subleased, licensed or sublicensed and Liens arising from precautionary Uniform Commercial Code financing statements or similar filings (or constructionequivalent filings, registrations or agreements in foreign jurisdictions) in connection with any such applicable leases or subleases;
(l) Liens in favor of the ABL Agent securing Indebtedness permitted by Section 7.03(h), subject at all times to the terms of the Intercreditor Agreement;
(m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions not arising in connection with the issuance or repayment of Indebtedness;
(n) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;
(o) [reserved];
(p) 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 in the ordinary course of business;
(q) Liens on property or assets acquired in connection with a Permitted Acquisition, provided, that (i) the indebtedness secured by such Liens is permitted under Section 7.03(i), and (ivii) such security interests the Liens are not incurred in connection with, or in contemplation or anticipation of, the acquisition and do not apply attach or extend to any other property or assets assets;
(r) [reserved];
(s) [reserved];
(t) [reserved];
(u) [reserved];
(v) Liens that are contractual rights of setoff (i) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary;
its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the Ordinary Course of Business of the Borrower and the Subsidiaries or (jii) Liens arising out relating to purchase orders and other agreements entered into with customers of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting the Ordinary Course of Business;
(w) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of the Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder in an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount outstanding at any time of all such judgments or awards no more than $250,000;
(and any cash x) [reserved];
(y) [reserved];
(z) Liens on insurance policies and the fair market value proceeds thereof securing the financing of the premiums with respect thereto;
(aa) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of (i) the Borrower, individually, or (ii) the Borrower and its Subsidiaries, taken as a whole;
(bb) [reserved];
(cc) Liens consisting of an agreement to Dispose of any property subject in a Disposition permitted under Section 7.05, in each case, solely to the extent such Liens) does not exceed $7,500,000 at any time outstandingInvestment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(kdd) Liens on assets [reserved];
(ee) [reserved];
(ff) the modification, replacement, renewal or extension of Foreign Subsidiariesany Lien permitted of this Section 7.01; provided that (i) such Liens do the Lien does not extend toto any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03(e), or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiariesand (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens secure only Indebtedness incurred is permitted by such Foreign Subsidiary pursuant to Section 6.01(h)7.03;
(lgg) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds property of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets Foreign Subsidiaries of the Borrower or securing no more than $15,000,000 in aggregate principal amount at any other Subsidiary;
(o) Liens arising solely by virtue time outstanding of any statutory or common law provision relating to bankers' liens, rights Indebtedness of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutionForeign Subsidiaries permitted under Section 7.03(u); and
(phh) other Liens in respect of obligations (other than Indebtedness) on not securing Indebtedness outstanding and attaching to property with a an aggregate fair market value not to exceed $1,000,000. Notwithstanding anything in excess of $2,000,000this Section 7.01 to the contrary, in no event shall Accounts or Inventory be pledged as collateral to secure any Indebtedness other than the Obligations hereunder or, subject to the Intercreditor Agreement, the ABL Debt.
Appears in 1 contract
Liens. CreateNo Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or assets asset of any kind (including Equity Interests any document or other securities instrument in respect of goods or accounts receivable and any Capital Stock of any personLoan Party), including any Subsidiary) whether now owned or hereafter acquired by it acquired, or on any income or revenues profits therefrom, or rights file or permit the filing of, or permit to remain in respect effect, any financing statement or other similar notice of any thereofLien with respect to any such property, except:asset, income or profits under the UCC of any State or under any similar recording or notice statute, except (collectively, “Permitted Liens”):
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderPermitted Encumbrances;
(b) Liens (i) in favor of Administrative Agent for the benefit of the Secured Parties granted pursuant to any Lien created under the Loan DocumentsDocument and (ii) securing Indebtedness permitted by Section 7.1(r);
(c) any Lien existing on any property or asset prior to the acquisition thereof Liens securing Indebtedness permitted by the Borrower or any Subsidiary; PROVIDED that Section 7.1(b);
(d) Liens securing Indebtedness permitted by Section 7.1(g), provided that, (i) such Lien Liens do not encumber any Property other than the Property that is not created in contemplation being financed with such Indebtedness on the date such Property is acquired and (ii) such Liens attach to such Property concurrently with or within 2090 days after the acquisition thereof;
(e) reserved;
(f) Liens, pledges or deposits made to secure payment of or in connection with such acquisitionworkers’ compensation, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, fees, assessments unemployment insurance or other forms of governmental charges not yet due insurance or which are being contested benefits or to participate in compliance any fund in connection with Section 5.03workers’ compensation, unemployment insurance, pensions or other social security programs;
(eg) carriers', warehousemen's, mechanics', materialmen's, repairmen's good-faith pledges or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the (i) performance of bids, tenders, trade contracts (other than for Indebtedness)the repayment of borrowed money) or leases, leases (other than Capital Lease Obligations), ii) statutory obligations, or (iii) surety and or appeal bonds, or indemnity, performance bonds and or other obligations of a like nature incurred in the ordinary course of businesssimilar bonds;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property judgments and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariesattachments permitted by Section 8.1(h);
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Liens securing Indebtedness permitted by Section 6.01(d)7.1(v) to the extent the applicable Approval Letter permits such Indebtedness to be secured; provided that, (ii) such security interests are incurred, and Liens only encumber the Indebtedness secured assets permitted to be encumbered thereby is created, within 90 days after such acquisition (or construction), (iii) pursuant to the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiaryapplicable Approval Letter;
(j) Liens arising out securing Indebtedness which is non-recourse to any Loan Party pursuant to a joint venture between a third party and an Affiliate of judgments a Loan Party pursuant to which a Loan Party, directly or awards in respect of which Holdingsindirectly, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured holds a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingminority interest;reserved;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests in favor of the Borrower or any issuer of the Subsidiaries, Existing Letters of Credit on Cash and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)Cash Equivalents pledged as cash collateral for the Existing Letters of Credit;
(l) Liens on investments made [reserved]Liens securing Indebtedness permitted by Melody in connection with Section 7.1(s) (but only to the Melody Loan Arbitrage Facility or extent that such original Indebtedness was secured as of the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;Third Amended Effective Date); and
(m) Liens in favor of issuers of letters of credit permitted under Section 7.1(y) on commercial mortgage loans originated Cash and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies Cash Equivalents pledged as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or for any Subsidiary in excess such letters of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000credit.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (U.S. Well Services, Inc.)
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its the Subsidiaries existing on the date hereof Closing Date and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof Closing Date and refinancings, extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan DocumentsDocuments (including in respect of Hedging Agreements that are permitted by the terms of the Security Documents to be secured thereunder);
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any SubsidiarySubsidiary and (iii) such Lien does not materially interfere with the use, occupancy and operation of any Mortgaged Property;
(d) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03;
(e) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable overdue for a period of more than 30 days or which are being contested in compliance with Section 5.03;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's ’s compensation, unemployment insurance and other social security laws or regulations;
(g) pledges and deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property Real Property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of the Subsidiaries or the ability of the Borrower or any of the Subsidiaries to utilize such property for its Subsidiariesintended purpose;
(i) purchase money security interests in real propertyReal Property, improvements thereto or equipment other fixed or capital assets hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d)6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iviii) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) judgment Liens arising out securing judgments not constituting an Event of judgments Default under Article VII;
(k) any interest or awards in respect title of which Holdingsa lessor, sublessor or licensor under any lease (including a capital lease or synthetic lease) or license entered into by the Borrower or any of its Subsidiaries in the Subsidiaries shall in good faith be prosecuting an appeal ordinary course of business and covering only the assets so leased or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that licensed, as the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiariescase may be, and (ii) including any Liens arising from precautionary UCC financing statements filed under any such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)lease;
(l) Liens on investments made by Melody cash deposits and other funds maintained with a depositary institution, in connection with each case arising in the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds ordinary course of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely business by virtue of any statutory or common law provision relating to bankers' banker’s liens, rights including Section 4-210 of setthe UCC;
(m) Liens of sellers of goods to the Borrower or any of the Subsidiaries arising under Section 2-off or similar rights 502 of the UCC in the ordinary course of business; provided that such Liens apply only to the goods sold and remedies secure only the unpaid purchase price for such goods and related expenses;
(n) Liens in favor of customs and revenue authorities arising as to deposit accounts or other funds maintained a matter of law and securing payment of customs duties in connection with a creditor depository institution; provided, that the importation of goods;
(io) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access Liens arising from an agreement by the Borrower or any Subsidiary of the Subsidiaries to Dispose of any asset in excess accordance with the provisions hereof; provided that such Liens apply only to the assets to be Disposed of;
(p) Liens in connection with Securitization Transactions permitted by Section 6.01(k) on the assets that are the subject of those set forth by regulations promulgated such Securitization Transactions; provided that such Liens apply only to assets in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable;
(q) Liens on assets owned or leased by the Board and (ii) such deposit account is Foreign Target securing not intended by the Borrower or more than $12,500,000 of Indebtedness at any Subsidiary to provide collateral to such depository institutiontime outstanding; and
(pr) other Liens in respect not otherwise permitted by this Section 6.02 so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (other than Indebtednessii) on property with a the aggregate fair market value not in excess of the assets subject thereto exceeds $2,000,0002,000,000 at any one time.
Appears in 1 contract
Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.026.2; provided provided, that such Liens shall secure only those obligations which they secure on the date hereof and any extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED provided, that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any SubsidiarySubsidiary and (iii) such Lien does not materially interfere with the use, occupancy and operation of any Mortgaged Property;
(d) Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.035.3;
(e) carriers', landlords', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.035.3;
(f) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations;
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its SubsidiariesSubsidiaries as currently operated;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED provided, that (i) such security interests secure Indebtedness permitted by Section 6.01(d)6.1, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 120 days after such acquisition (or construction), and (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any SubsidiarySubsidiary (it being agreed that transactions with the same vendor or any Affiliate of such vendor may be cross-collateralized);
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED provided, that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 2,500,000 at any time outstanding;
(k) Liens on assets any interest or title of Foreign Subsidiaries; provided that a licensor, lessor or sublessor under any license or lease agreement pursuant to which rights are granted to the Borrower or any Subsidiary;
(il) such Liens do licenses, leases or subleases granted by the Borrower or any Subsidiary to third persons in the ordinary course of business not extend to, or encumber, assets which constitute Collateral or interfering in any material respect with the Equity Interests business of the Borrower or any Subsidiary;
(m) Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of customs duties in connection with the Subsidiaries, and importation of goods;
(iin) restrictions imposed in the ordinary course of business on the sale or distribution of designated inventory pursuant to agreements with customers under which such inventory is consigned by the customer or such inventory is designated for sale to one or more customers;
(i) Liens secure only on the assets of a Foreign Subsidiary that is not a Subsidiary Guarantor securing Indebtedness permitted to be incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l6.1(m) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) other Liens on the assets of a Foreign Subsidiary that is not a Subsidiary Guarantor securing Indebtedness by such Lien does not apply Foreign Subsidiary not, in the case of this clause (ii), in excess of $1,000,000;
(p) [Reserved];
(q) any interest of a lessor under Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;
(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;
(s) Liens deemed to exist in connection with investments in repurchase agreements permitted under this Agreement;
(t) Liens that are contractual or statutory setoff rights arising in the ordinary course of business with financial institutions, relating to pooled deposit accounts or sweep accounts of Holdings and its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business or relating to purchase orders or other agreements entered into with customers of Holdings or any property of its Subsidiaries in the ordinary course of business;
(u) Liens solely on any cash earnest money deposits by the Borrower or any of its Subsidixxxxx xx xxxnection with any letter of intent or purchase agreement permitted under this Agreement; and
(v) other Liens on the assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory Domestic Subsidiary that do not, individually or common law provision relating to bankers' liensin the aggregate, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of secure obligations (other than Indebtedness) on or encumber property with a fair market value not value) in excess of $2,000,00010,000,000 at any one time.
Appears in 1 contract
Liens. Create, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or assets (including Equity Interests or other securities of any personrevenues, including any Subsidiary) whether now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofacquired, exceptexcept for:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary
(d) Liens for taxes, feesassessments, assessments governmental charges, levies or other governmental charges claims not yet due or which are being contested in compliance good faith by appropriate proceedings (excluding Liens arising under any Environmental Laws, Liens in favor of the Internal Revenue Service of the United States, the PBGC or any Plan), provided that adequate reserves with Section 5.03respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(eb) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that which are not due and payable overdue for a period of more than 60 days or which are being contested in compliance with Section 5.03good faith by appropriate proceedings;
(fc) pledges and or deposits made in the ordinary course of business in compliance connection with workmen's workers' compensation, unemployment insurance and other social security laws legislation and deposits securing liability to insurance carriers under insurance or regulationsself insurance arrangements;
(gd) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property licenses, restrictions, encroachments and other similar encumbrances incurred in the ordinary course of the business of the Borrower or such Subsidiary or, with respect to any Tower, existing on the date of the Acquisition of such Tower, which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or (1) interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries, taken as a whole, or (2) impair the use or operations of the Tower Properties, taken as a whole;
(e) Liens created by lease agreements, statute or common law to secure the payments of rental amounts and other sums not yet due thereunder;
(f) Liens on Leased Property created by an owner or lessor thereof;
(g) Licenses, sublicenses, leases or subleases granted by the Borrower or such Subsidiary in the ordinary course of its businesses and not expressly prohibited by any provision of this Agreement or any other Loan Document and not materially interfering with the conduct of the business of the Borrower or any of its Subsidiariessuch Subsidiary;
(h) Liens created pursuant to the Security Documents, the Pinnacle Towers Credit Agreement, and the Permitted Securitization;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, Liens in the case ordinary course of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that business on (i) such security interests cash to secure Indebtedness permitted by Section 6.01(d)performance of statutory obligations, surety or appeal bonds, performance bonds, bids or tenders or (ii) such security interests are incurred, and escrow deposits in connection with Acquisitions by Pinnacle Towers and/or any of its Subsidiaries permitted hereunder which secure an amount not to exceed at any time $12,000,000 in the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiaryaggregate;
(j) Liens arising out on Indebtedness of judgments or awards in respect of which Holdings, the Borrower or any of the Pinnacle Towers Limited and its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject permitted pursuant to such Liens) does not exceed $7,500,000 at any time outstandingSection 7.01(i);
(k) Liens on assets securing the payment of Foreign Subsidiaries; provided that (i) such Liens judgments which do not extend toresult in an Event of Default and which are being appealed and contested in good faith, or encumber, assets have been adequately bonded pending such appeal and with respect to which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);enforcement has been stayed; and
(l) Liens on investments made by Melody in connection with securing the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset payment of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and
(p) other Liens in respect of obligations (other than Xxxx Xxxxx Indebtedness) on property with a fair market value not in excess of $2,000,000.
Appears in 1 contract
Samples: Credit Agreement (Global Signal Inc)
Liens. CreateNo Credit Party will, nor permit any Subsidiary to, create, incur, assume or permit suffer to exist any Lien on Lien, or enter into, or make any commitment to enter into, any arrangement for the acquisition of any property or assets (including Equity Interests through conditional sale, lease-purchase or other securities of title retention agreements, with respect to any person, including any Subsidiary) property now owned or hereafter acquired by it a Credit Party or on any income or revenues or rights in respect of any thereofa Subsidiary (collectively, “Permitted Encumbrances”), except:
(a) Liens on property or assets granted to the Agent, for the benefit of the Borrower and its Subsidiaries Beneficiaries, under the Security Documents to secure the Obligations.
(b) Liens existing on the date hereof of this Agreement and set forth in disclosed on Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;6.14 hereto.
(c) any Lien existing on any property Deposits or asset prior pledges to secure payment of workers’ compensation, unemployment insurance, old age pensions or other social security or similar statutory public liability obligations, in the acquisition thereof by the Borrower ordinary course of business of a Credit Party or any a Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary.
(d) Liens for taxes, fees, assessments or other and governmental charges not yet due delinquent or which are being contested to the extent that payment therefor shall not at the time be required to be made in compliance accordance with the provisions of Section 5.03;5.4.
(e) Liens of carriers', warehousemen's, mechanics'mechanics and materialmen, materialmen's, repairmen's or and other like Liens arising in the ordinary course of business and securing obligations that are business, for sums not due and payable or which are being contested to the extent that payment therefor shall not at the time be required to be made in compliance accordance with the provisions of Section 5.03;5.4.
(f) Liens incurred or deposits or pledges and deposits made or given in the ordinary course of business in compliance with workmen's compensationconnection with, unemployment insurance and or to secure payment of, indemnity, performance or other social security laws or regulations;similar bonds.
(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtedness;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;
(n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the Borrower or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions restriction against access by the Borrower a Credit Party or any a Subsidiary in excess of those set forth by regulations promulgated by the Board Board, and (ii) such deposit account is not intended by the Borrower a Credit Party or any Subsidiary to provide collateral to such the depository institution; and.
(ph) other Encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property and landlord’s Liens under leases on the premises rented, which do not materially detract from the value of such property or impair the use thereof in respect the business of obligations a Credit Party or a Subsidiary, the Liens and encumbrances, if any, described in the loan policies of title insurance covering the Encumbered Real Estate delivered to and accepted by Agent in connection with the Mortgages and leases entered into by a Credit Party or a Subsidiary in the ordinary course of business.
(i) The interest of any lessor under any Capitalized Lease entered into after the Closing Date or purchase money Liens on property acquired after the Closing Date; provided, that, (i) the Indebtedness secured thereby is otherwise permitted by Section 6.13(d) and (ii) such Liens are limited to the property acquired and do not secure Indebtedness other than Indebtednessthe related Capitalized Lease or the purchase price of such property.
(j) Liens securing Indebtedness permitted by Section 6.13(f) to the extent such Liens are expressly approved by the Agent and Lenders in writing.
(k) Liens on the property with a fair market value not securing the Permitted Refinancing of any Indebtedness to the extent Indebtedness being extended, refinanced, renewed, replaced, substituted or refunded is secured by such Liens and without any change in excess of $2,000,000the property subject to such Liens.
Appears in 1 contract
