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 (Cb Richard Ellis Services Inc), Credit Agreement (Koll Donald M), Credit Agreement (Cb Richard Ellis Services 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 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 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 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 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 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 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: Second Senior Bridge Note (Genesee Corp), First 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: Credit Agreement (CVS HEALTH Corp), 364 Day 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: Revolving Credit Facility Agreement (Tredegar Industries Inc), Credit Agreement (Tredegar 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 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. 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 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 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 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 (Fs Equity Partners Iii Lp), Credit Agreement (Blum Capital Partners Lp)
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 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 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, 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. 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 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. 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. 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. 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 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, 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: Restructuring Support Agreement (2U, Inc.), Debt and Guaranty Agreement (2U, Inc.)
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. 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 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 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 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 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 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. 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. 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 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. CreateBorrower will not, incurand Borrower will not permit any ----- of its Subsidiaries to 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 thereofacquired, 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;
liens for taxes (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 including ad valorem taxes, fees), assessments or other governmental charges or levies not yet due or which are being actively contested in good faith by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of such Credit Party in accordance with GAAP; (b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law created in the ordinary course of business for amounts not yet due or which are being contested in compliance good faith by appropriate proceedings, if adequate reserves with Section 5.03;
respect thereto are maintained on the books of such Credit Party in accordance with GAAP; (ec) 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 benefits or regulations;
(g) deposits 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 obligations of a like nature similar obligations, provided -------- that such Liens were not incurred in connection with the ordinary course borrowing of business;
money or the obtaining of advances; (hd) Purchase Money Liens securing Purchase Money Indebtedness; (e) zoning restrictionsordinances, easements, rights-of-waylicenses, restrictions on the use of real property and other similar encumbrances incurred minor irregularities in the ordinary course of business which, in the aggregate, are not substantial in amount and title thereto 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 such Credit Party or the Borrower value of such property; (f) inchoate liens arising under ERISA to secure current service pension liabilities as they are incurred under the provisions of Plans from time to time in effect; (g) rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any property of its Subsidiaries;
(i) purchase money security interests such Credit Party, or to use such property 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 a manner which does not exceed 100% of materially impair the cost use of such real property, improvements or equipment at property for the time of purposes for which it is held by such acquisition (or construction) Credit Party; and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(jh) 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 created 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 $2,000,000Security Documents.
Appears in 1 contract
Samples: Loan Agreement (Intercept Group Inc)
Liens. CreateEach of the Company and any Restricted Subsidiary shall not, directly or indirectly, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any property or assets (including Equity Interests real or other securities personal, tangible or intangible) of the Company or any personRestricted Subsidiary, including any Subsidiary) whether now owned or hereafter acquired acquired; provided that the provisions of this Section 9.01 shall not prevent the creation, incurrence, assumption or existence of, or any filing in respect of, the following (Liens described below are herein referred to as "Permitted Liens"):
(i) Liens created pursuant to the Credit Documents (including Liens on Secured Bank Product Obligations);
(ii) pledges, deposits or security by it such Person under workmen's compensation laws, unemployment insurance, employers' health tax, and other social security Requirements of Law or on any income similar legislation or revenues or rights other insurance related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) 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, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory or similar obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations);
(iii) Liens imposed by Requirement of Law, such as landlords', carriers', warehousemen's, materialmen's, repairmen's, mechanics' and similar Liens, in each case for sums not yet overdue for a period of more than 90 days or remain payable without penalty or being contested in good faith by appropriate actions if adequate reserves with respect thereto are maintained on the book of such person in accordance with GAAP or other Liens arising out of judgments or awards not constituting an Event of Default under Section 10;
(iv) Liens for Taxes, assessments or other governmental charges not yet overdue or not yet payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;
(v) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers acceptances issued, and completion guarantees provided for, in each case, issued pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice prior to the Second Restatement Effective Date;
(vi) Liens securing obligations relating to any Indebtedness permitted to be Incurred pursuant to Section 9.04(ii) or (xxv), so long as after giving effect to the incurrence of any such Indebtedness, the Consolidated Secured Leverage Ratio of the Company is less than 5.05.50:1.00; provided that, to the extent such Liens attach toare intended to be secured by any Collateral (other than Investment Cash Equivalents), then the Liens on the Collateral securing such obligations,Indebtedness shall either (A)(x) rank junior in priority to the Liens on the Collateral securing the Obligations and (y) be subject to the First Lien/Second Lien Intercreditor Agreement or another intercreditor agreement reasonably satisfactory in form and substance to the Administrative Agent;(B) only after the Delayed Draw Term Loan Termination Date, (x) to the extent such Liens are intended to be secured by the ABL Priority Collateral, rank junior in priority to the Liens on such ABL Priority Collateral securing the Obligations and (y) be subject to the ABL/Fixed Asset Intercreditor Agreement; it being understood that if such Indebtedness is secured by Fixed Asset Priority Collateral constituting Real Property, then the Obligations need not be secured by junior Liens on such Real Property;
(vii) Liens securing obligations relating to any Indebtedness permitted to be Incurred pursuant to clause (v) of Section 9.04 hereof; provided that such Liens extend only to the assets so purchased, leased or improved and any accessions or extensions thereof;
(viii) Liens existing on the ClosingSecond Restatement Effective Date or pursuant to agreements in existence on the ClosingSecond Restatement Effective Date and set forth in Schedule 9.01(viii) (which may include Liens on (A) after-acquired property that is affixed or incorporated into the property covered by such Lien, except:(B) after-acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include 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) and (C) the proceeds and products thereof), including Liens securing any Refinancing Indebtedness secured by such Liens;
(a) Liens on property or shares of stock or other assets of a Person at the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02time such Person becomes a Subsidiary; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensionsare not created or incurred in connection with, 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 in contemplation of, such other Person becoming such a Subsidiary; PROVIDED provided, further, that (i) such Lien is Liens may not created in contemplation of or in connection with such acquisition, and (ii) such Lien does not apply extend to any other property or other assets owned by the Company or any of the Restricted Subsidiaries (other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien, (B) after-acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include 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) and (C) the proceeds and products thereof); and (b) Liens on property or other assets at the time the Company or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into the Company or any of the Restricted Subsidiaries; provided that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation; provided, further, any Liens on assets of a type included in the Borrower Borrowing Base (other than on Equipment and Real Property) by the Credit Parties pursuant to this clause (viii) shall be junior and subordinate to the Collateral Agent'sto the extent such Liens are intended to be secured by the Collateral (other than Investment Cash Equivalents), then such Liens on the Collateral and shallsecuring such obligations shall (x) to the extent such Liens are intended to be secured by ABL Priority Collateral, rank junior in priority to the Liens on such ABL Priority Collateral securing the Obligations and (y) be subject to the ABL/Fixed Asset Intercreditor Agreement or any Subsidiary
(d) Liens for taxes, fees, assessments or other governmental charges not yet due or which are being contested another intercreditor agreement on terms substantially similar to those contained in compliance with Section 5.03the Intercreditor Agreement and otherwise reasonably satisfactory to the Collateral Agent;
(ex) carriers'Liens to secure any modification, warehousemen'srefinancing, mechanics'refunding, materialmen'sextension, repairmen's renewal or other like Liens arising replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the ordinary course foregoing clauses (vii), (viii), (ix) and this clause (x); provided that (a) such new Lien shall be limited to all or part of business the same property that secured the original Lien (plus accessions, additions and improvements on such property (other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien, (B) after-acquired property subject to a Lien securing obligations such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that are such requirement shall not due be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and payable (C) the proceeds and products thereof)), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount, of the Indebtedness described under clauses (vii), (viii), (ix) and this clause (x) at the time the original Lien became a Permitted Lien under this Agreement and (ii) an amount necessary to pay any fees and expenses, including original issue discount, upfront fees or which are being contested in compliance with Section 5.03similar fees and premiums (including tender premiums, and accrued and unpaid interest related to such modification, refinancing, refunding, extension, renewal or replacement);
(fxi) pledges and deposits made Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 9.05; provided that such Liens do not extend to any assets other than those that are the ordinary course subject of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulationssuch repurchase agreement;
(gxii) deposits any encumbrance or restriction (including put and call arrangements) with respect to secure Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;
(xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements with vendors for the performance sale or purchase 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 the Company or any Restricted Subsidiary in the ordinary course of business;
(hxiv) zoning restrictions, easements, rights-of-way, restrictions Liens solely 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 xxxx xxxxxxx money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) deposits made 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 Company or any of the Restricted Subsidiaries shall in good faith be prosecuting an appeal connection with any letter of intent 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 outstandingpurchase agreement permitted under this Agreement;
(kxv) Liens on assets of Foreign Subsidiariessecuring Indebtedness outstanding under the Second Lien Notes Indenture and the Second Lien Notes and the related guarantees thereof or any Refinancing Indebtedness in connection therewith; provided that such Indebtedness shall (ix) such Liens do not extend to, or encumber, assets which constitute Collateral or be subject to the Equity Interests of the Borrower or any of the Subsidiaries, Intercreditor Agreement and (iiy) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
(l) Liens on investments made by Melody rank junior 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 priority to the Melody Mortgage Warehousing FacilityLiens securing the Obligations;
(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: Restatement Agreement (SunOpta 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 personPerson, 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 Credit Parties and its their 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 any Credit Party 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 any Credit Party 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’s, mechanics'’, materialmen's’s, repairmen's ’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 ’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 any Credit Party or any of its SubsidiariesSubsidiary;
(ih) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower any Credit Party 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 ninety (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 any Credit Party 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 Credit Parties 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 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 $2,000,000Consolidated Stockholders’ Equity.
Appears in 1 contract
Samples: Credit Agreement (Tredegar 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 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
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 legislation, (y) 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(z) 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 (x), (y) and (z) of this paragraph (f), such Liens are for amounts not overdue for more than 30 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 that any such Liens attach only to the property being developed, easementsconstructed, rights-of-wayleased or purchased with the proceeds of such Indebtedness and do not encumber any other property of any Company (other than improvements thereon);
(i) bankers’ Liens, restrictions on use rights of real property 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 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;
(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 assume, or permit to exist any Lien on any property or assets (including Equity Interests stock or other securities of any person, including any SubsidiaryPerson) 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 any Credit Party existing on the date hereof and set forth in Schedule 6.02SCHEDULE 8.2, inclusive of Liens otherwise permitted under the Parent Credit Agreement; 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 renewals, or replacements thereof to the extent the same are permitted hereunderunder SECTION 8.1;
(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 SubsidiaryCredit Party; 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 SubsidiaryCredit Party;
(dc) with respect to any Credit Party, Liens for taxes, fees, assessments or other governmental charges taxes not yet due or which are being contested in compliance with Section 5.03SECTION 7.3;
(ed) carriers', warehousemen's, mechanics', materialmen's, repairmen's 's, or other like Liens of any Credit Party 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 5.03SECTION 7.3;
(fe) in respect of any Credit Party, pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance 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 bonds, and other obligations of a like nature incurred in the ordinary course of businessbusiness of any Credit Party;
(hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property property, and other similar encumbrances incurred in the ordinary course of business of any Credit Party which, in the aggregate, are not substantial in amount and do not materially detract from the value 42 LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its SubsidiariesCredit Party;
(ih) 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 SubsidiaryCredit Party; PROVIDED provided that (i) such security interests Liens secure Indebtedness permitted by Section 6.01(d)SECTION 8.1, (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 any Credit Party;
(i) Liens on the Borrower or any Subsidiaryproperty of Finsub incurred pursuant to the Receivables Program Documentation;
(j) Liens arising out of judgments or awards that do not constitute an Event of Default under SECTION 9.1(i) or in respect of which Holdings, the Borrower or any of the Subsidiaries Credit Party 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 the Dollar Equivalent Amount of $7,500,000 10,000,000 at any time outstanding;; and
(k) Liens on assets of Foreign SubsidiariesSubsidiaries (other than the Credit Parties); 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 SubsidiariesParent's Subsidiaries (except as permitted by SECTION 8.2(a)), and (ii) such Liens extending to the assets of such Foreign Subsidiaries secure only Indebtedness (x) incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
SECTION 8.1(g) or (ly) Liens on investments made of up to the Dollar Equivalent Amount of $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(iSECTION 8.1(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: Letter of Credit and Reimbursement Agreement (Flowserve Corp)
Liens. CreateThe Consolidated Parties will not, and Borrower will not permit any Consolidated Party to, contract, create, incur, assume or permit to exist any Lien on with respect to 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, exceptexcept for:
(a) Liens on property or assets 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 extensions, renewals and replacements thereof permitted hereunderLender;
(b) any Lien Liens (other than Liens created or imposed under the Loan DocumentsERISA) for taxes, assessments or governmental charges or levies not yet due or Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established;
(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 Statutory Liens of or in connection with such acquisition, landlords and (ii) such Lien does not apply to any other property or assets Liens 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 materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business and securing obligations business, provided that are such Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or which are being contested in compliance good faith by appropriate proceedings for which adequate reserves determined in accordance with Section 5.03GAAP have been established;
(fd) pledges and Liens (other than Liens created or imposed under ERISA) incurred or deposits made by any Consolidated Party in the ordinary course of business in compliance connection with workmen's workers’ compensation, unemployment insurance and other types of social security laws or regulationssecurity;
(ge) 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, easementsEasements, rights-of-way, restrictions on use of real property (including zoning restrictions), minor defects or irregularities in title and other similar charges or encumbrances incurred not, in any material respect, impairing the use or marketability of the encumbered Property for its intended purposes;
(f) Liens on Property of any Person securing purchase money Indebtedness (including Capital Leases) of such Person permitted under Section 8.1(c), provided that any such Lien attaches to such Property concurrently with or within ninety (90) days after the acquisition thereof;
(g) Normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(h) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(i) Liens of sellers of goods to any Consolidated Party arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business whichbusiness, in covering only the aggregate, are not substantial in amount goods sold and do not materially detract from securing only 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) unpaid 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) price for such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, goods 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 Subsidiaryrelated expenses;
(j) Liens arising out of judgments Leases or awards subleases granted to others not interfering in any material respect of which Holdings, with 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 business of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingConsolidated Party;
(k) Liens existing as of the Closing Date and set forth on assets of Foreign Subsidiaries; Schedule 8.2, provided that no such Lien shall at any time be extended to or cover any Property other than the Property subject thereto (ior Property replacing such Property) such Liens do not extend to, or encumber, assets which constitute Collateral or 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);Closing Date; and
(l) Liens on investments made Any interest of title of a Lessor under any liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to leases 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 Indebtedness;this Credit Agreement.
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant arising with respect to the Melody Mortgage Warehousing Facility;assets (but not any Capital Stock) of any Foreign Subsidiary that are (i) analogous or equivalent to any of the foregoing under the laws of such Foreign Subsidiary, or (ii) customarily permitted to exist by unsecured commercial lenders similar to Lender doing business in the jurisdiction of organization of such Foreign Subsidiary and extending credit to borrowers similar to such Foreign Subsidiary; 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 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 $2,000,000Foreign Credit Facilities Liens.
Appears in 1 contract
Samples: Credit Agreement (Immucor 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 Closing Date and set forth in Schedule 6.028.02; provided provided, that such Liens shall secure only those obligations which they secure on the date hereof Closing Date 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 SubsidiarySubsidiary (including without limitation Liens securing Indebtedness incurred pursuant to Section 8.01(i)(B)); 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 5.037.03;
(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 5.037.03 or for which appropriate reserves have been established;
(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 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 20,000,000 at any time outstanding;
(kj) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend tolicenses, leases 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 subleases granted by the Borrower or any Subsidiary to provide collateral third persons in the ordinary course of business not interfering in any material respect with the business of the Borrower or any Subsidiary;
(k) Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(l) any interest of a lessor under Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;
(m) 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;
(n) 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 the Borrower 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 the Borrower or any of its Subsidiaries in the ordinary course of business;
(o) 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;
(p) all Liens set forth in the survey and title policies delivered to the Administrative Agent pursuant to Section 5.01(g);
(q) any interest or title of a licensor, lessor or sublessor under any license or lease agreement pursuant to which rights are granted to the Borrower or any Subsidiary;
(r) Liens deemed to exist in connection with investments in repurchase agreements permitted under this Agreement;
(s) Liens securing Indebtedness permitted to be incurred pursuant to Section 8.01(i)(A); provided that such depository institutionLiens encumber only the property acquired in connection with such Indebtedness;
(t) Liens on assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries permitted to be incurred under Section 8.01(i); and
(pu) other Liens in respect on any assets which are the subject of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000any GSA Transaction.
Appears in 1 contract
Samples: Credit Agreement (Knoll 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 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 6.0210.2; 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;
(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 transaction permitted under Section 6.01(h10.5(e);
(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(i10.1(j); PROVIDED 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;
(oj) 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 arising solely 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 virtue of any statutory the Borrower 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 institutionSubsidiary after the date hereof; provided, that (i) any such deposit account is not a dedicated cash collateral account and is not subject Lien shall be confined solely to restrictions against access the item or items of such property (or improvement therein) so acquired or constructed and, if required by the Borrower terms of the instrument creating such Lien, other property (or improvement thereon) which is an improvement to such acquired or constructed property, (ii) any Subsidiary 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 excess the case of those set forth by regulations promulgated Capital Leases) of the fair market value of such assets (as determined in good faith by the Board and of Supervisors of the Borrower) at the time of acquisition thereof;
(iio) Liens securing Indebtedness permitted by Section 10.1(l);
(p) 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 deposit account is Liens shall not intended by exceed 2.5% of Total Assets (as defined in the Borrower or any Subsidiary to provide collateral to such depository institutionSenior Note Agreement); and
(pq) other Liens on accounts receivable granted by any ESCO in respect of obligations (other than Indebtedness) on property connection with a fair market value Consolidated Billing Program. Notwithstanding the foregoing, the Borrower will not, and will not in excess permit any Subsidiary to, create, assume or incur any Lien upon or with respect to any of $2,000,000its proprietary software developed by or on behalf of the Borrower or its Affiliates and necessary and useful for the conduct of the Business.
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) 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 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) 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 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 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, renewals and replacements 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;
(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); PROVIDED refinancings thereof, 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 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) $25,000,000 and (B) 15% of Consolidated Net Assets;
(m) 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;
(n) Liens arising from precautionary UCC financing statement filings (or equivalent filings, registrations or agreements in foreign jurisdictions) regarding operating leases entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;
(o) Liens securing judgments which do not constitute an Event of Default or Liens created by or existing from any litigation or 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;
(p) customary Liens in favor of a banks or other depository or financial institutions arising solely by virtue as a matter of any statutory or common 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);
(q) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(r) 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;
(s) 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;
(it) Liens resulting from the refinancing, renewal or extension of obligations secured by any Lien permitted by clause (a) 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 by the Borrower Liens securing the respective obligations being renewed, replaced 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 institutionextended; and
(pu) other 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. CreateNot, incurand not permit any Subsidiary to, assume create or permit to exist any Lien on any property of its real or personal properties, assets or rights of whatsoever nature (including Equity Interests or other securities of any person, 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 or assets of other governmental charges not at the Borrower and its Subsidiaries existing on the date hereof and set forth time delinquent or being contested in Schedule 6.02; provided that such Liens shall secure only those obligations good faith by appropriate proceedings and, in each case, for which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderit maintains adequate reserves;
(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 (such as (i) Liens of carriers, warehousemen, landlords, mechanics, repairmen and securing obligations that are not due materialmen and payable or which are being contested in compliance with Section 5.03;
other similar Liens imposed by law, (fii) pledges and deposits made to secure trade contracts entered into in the ordinary course of business and (iii) Liens incurred in compliance connection with workmen's worker’s compensation, unemployment insurance compensation and other types of social security laws (excluding Liens arising under ERISA) or regulations;
(g) deposits to secure the performance of in connection with leases, surety bonds, bids, trade contracts performance bonds, utilities and similar obligations) for sums not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits (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 deposits in the ordinary course of business whichthat are customary with respect to the type of obligations secured and deposits permitted by Section 10.19(f), but excluding bonds of the types described in subsection (e) below) or advances or borrowed money or the deferred purchase price of property or services, and, in the aggregateeach case, are not substantial for which it maintains adequate reserves;
(c) Liens identified in amount Schedule 10.8 and do not materially detract from the value Liens securing refinancings, refundings, renewals, replacements or extensions of the Debt originally secured by such Liens; provided that the amount of Debt secured thereby is not increased;
(d) subject to the limitations set forth in Section 10.7(c), (i) Liens existing on property subject thereto at the time of the acquisition thereof by the Company or interfere any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving such property, provided that any such Lien attaches to such property within 90 days of the acquisition thereof and such Lien attaches solely to the property so acquired, and any refinancing, amendment, restatement, supplement, renewal or extension of any such Lien (or the debt secured thereby) so long as the principal amount of the obligations secured by such Lien is not increased and such Lien does not extend to any other property of the Company or any Subsidiary;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $15,000,000 in the aggregate arising in connection with court proceedings, provided that 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;
(f) leases, subleases, encroachments, subdivisions, easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect 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 Company or any Subsidiary;
(jg) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any favor 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 Administrative Agent arising under 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 outstandingLoan Documents;
(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;
(oh) 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 licenses of patents, trademarks, or other intellectual property rights granted in the ordinary course of business;
(j) any interest or title of a lessor, licensor or sublessor under any lease or license entered into the ordinary course of its business and covering only the assets so leased or licensed;
(k) Liens arising under Capital Leases, Liens securing Subordinated Debt and other Liens not a dedicated cash collateral account and is not subject to restrictions against access otherwise permitted by this Section 10.8 so long as the aggregate outstanding principal amount of the obligations secured by the Borrower foregoing does not exceed $20,000,000 at any time outstanding;
(l) Liens deemed to exist in connection with Investments in repurchase agreements permitted by Section 10.19;
(m) Liens on cxxx xxxxxxx money deposits or arising under escrow arrangements, in each case made in connection with any Subsidiary in excess letter of those set forth by regulations promulgated by intent or purchase agreement;
(n) Liens securing Debt facilities of Foreign Subsidiaries, provided that the Board and aggregate outstanding principal amount of all obligations so secured will not at any time exceed $35,000,000;
(iio) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institutioncustomary rights of first refusal arising under joint venture agreements; and
(p) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000Unrestricted Margin Stock.
Appears in 1 contract
Samples: Credit Agreement (Middleby 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 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 Restatement 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 hereunderRestatement Closing 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, 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) (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 Terex Equipment Limited to secure Indebtedness of Terex Equipment Limited in respect of performance bonds and similar obligations in an aggregate principal amount not to exceed 3,000,000 GBP;
(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 (other than an Inactive Subsidiary or Finsub) or in respect of Capital Lease Obligations; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d6.01(j), (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 Acquired 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 Terex;
(n) Liens on the assets of Powerscreen to the extent reasonably required to fully secure the Irish Facilities; and
(o) Liens arising solely by virtue on the property of any statutory or common law provision relating Finsub incurred pursuant 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 $2,000,000Receivables Program Documentation.
Appears in 1 contract
Samples: Credit Agreement (Terex Corp)
Liens. CreateNo Borrower shall create, incur, maintain, assume or permit otherwise suffer to exist any Lien on upon or with respect to any of its property or assets (including Equity Interests Interests, Equity Equivalents or the other securities of any person, including any Subsidiary) Borrower), whether now owned or hereafter acquired by it acquired, or on assign any right to receive income or revenues or rights in respect of any thereofprofits, exceptexcept for the following:
(a) Liens on property or assets of the Borrower and its Subsidiaries Borrowers existing on the date hereof and set forth in Schedule 6.028.2; provided that such Liens shall secure only those obligations which they secure on the date hereof other than newly created improvements thereon or proceeds from the Second Amended and extensions, renewals and replacements thereof permitted hereunder;Restated Genesis Revolving Credit Agreement (HUD Facility) CHICAGO/#3103747.13103747.3A
(b) any Lien Liens 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[Reserved];
(d) Liens for taxes, fees, assessments or other governmental charges Taxes not yet due or which are being contested in compliance with Section 5.037.3;
(e) Liens in respect of property of the Borrowers imposed by Requirements of Law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, 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 securing obligations that are not due and or payable or which are being contested in compliance with Section 5.037.3;
(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 SubsidiariesBorrowers;
(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 SubsidiaryBorrowers; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d8.1(d), (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 Property or assets of the Borrower or any SubsidiaryBorrowers;
(j) Liens arising out securing judgments that have not resulted in 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 9.1;
(k) Liens on assets of Foreign Subsidiaries; provided that licenses (i) such Liens do with respect to Intellectual Property and other property), leases or subleases granted to third parties not extend to, or encumber, assets which constitute Collateral or interfering in any material respect with the Equity Interests ordinary conduct of the business of any Borrower or resulting in a material diminution in the value of any of Collateral as security for the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)Obligations;
(l) Liens on investments made any (i) interest or title of a lessor or sublessor under any lease not prohibited by Melody in connection with this Agreement, (ii) Lien or restriction that the Melody Loan Arbitrage Facility interest 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 title of such Indebtedness;lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease (for the avoidance of doubt, no such Lien shall be permitted to exist on or with respect to Collateral that is included in the Borrowing Base); Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility) CHICAGO/#3103747.13103747.3A
(m) Liens arising from precautionary filing of UCC financing statements relating solely to Leases not prohibited by this Agreement (for the avoidance of doubt, no such Lien shall be permitted to exist on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant with respect to Collateral that is included in the Melody Mortgage Warehousing FacilityBorrowing Base);
(n) any Lien existing on any property Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or asset similar agreements entered into 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 not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets business of the Borrower or any other SubsidiaryBorrower;
(o) [Reserved];
(p) Liens incurred in connection with (i) Capital Lease Obligations securing obligations permitted to be incurred pursuant to Section 8.1(e) and (ii) Real Property Financing Obligations permitted to be incurred pursuant to Section 8.1(x);
(q) pledges and deposits in the ordinary course of business and consistent with past practices 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 Borrower;
(r) Liens (i) of a collection bank arising solely by virtue under Section 4-208 of any statutory the Uniform Commercial Code on the items in the course of collection and (ii) in favor of a banking or common other financial institution arising as a matter of law provision relating to bankers' liens, rights of set-off or similar rights under customary general terms and remedies as to deposit accounts conditions encumbering deposits or other funds maintained with a creditor depository institutionfinancial institution (including the right of set off) and that are within the general parameters customary in the banking industry; provided, however, to the extent that such collection bank, banking or other financial institution has executed and delivered a Control Agreement, such Liens will be subordinated or waived to the extent set forth in such Control Agreement;
(s) [Reserved];
(t) Liens that are contractual rights of setoff (i) such deposit account is relating to the establishment of depository relations with banks or other financial institutions not a dedicated cash collateral account and is not subject to restrictions against access by given in connection with the Borrower or any Subsidiary in excess issuance of those set forth by regulations promulgated by the Board and Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Borrower to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of such deposit account is not intended by the Borrower or (iii) relating to purchase orders and other agreements entered into with customers of any Subsidiary Borrower, in each case, in the ordinary course of business; provided, however, to provide collateral the extent that such collection bank, banking or other financial institution has executed and delivered a Control Agreement, such Liens will be subordinated or waived to the extent set forth in such depository institutionControl Agreement;
(u) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods and similar arrangements; provided, however, that no such Liens or filing shall be permitted to exist on or with respect to Collateral.
(v) [Reserved];
(w) Liens in favor of a FHA Mortgagee and subject to a Master Lease Intercreditor Agreement;
(x) [Reserved]; Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility) CHICAGO/#3103747.13103747.3A
(y) [Reserved]; and
(pz) other Liens with respect to property or assets of the Borrowers securing obligations in an aggregate principal amount outstanding at any time not to exceed $500,000; provided, however, that no such Lien shall be permitted to exist on or with respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000to the Collateral.
Appears in 1 contract
Samples: Revolving Credit Agreement (Genesis Healthcare, Inc.)
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 sixty (60) 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 any attachment or judgment Lien not constituting an Event of Default under Section 9.1(i) 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);
(viii) Liens arising from the filing, for notice purposes only, of financing statements in respect of true leases;
(ix) Liens on Borrower Margin Stock, to the extent the fair market value thereof exceeds 25% of the fair market value of the assets of the Borrower and its Subsidiaries (including Borrower Margin Stock);
(x) with respect to any real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) property occupied by the Borrower or any Subsidiary; PROVIDED of its Subsidiaries, all easements, rights of way, licenses and similar encumbrances on title that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and do not materially impair 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 use 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 Subsidiaryfor its intended purposes;
(jxi) 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 attributable to such LiensCapital Lease Obligations permitted under Section 8.2(x) 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 institutionhereof; and
(pxii) other Liens liens securing obligations of the Borrower and its Subsidiaries not exceeding $5,000,000 in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000the aggregate amount outstanding at any time.
Appears in 1 contract
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 of its Subsidiaries, provided that (i) 1 such Lien lien is not created in contemplation of or in connection with such acquisition, acquisition and (ii) 1 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) 5 such security interests secure Indebtedness indebtedness permitted by Section 6.01(d)this Agreement, (ii) 5 such security interests are incurred, and the Indebtedness indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) 5 the Indebtedness indebtedness secured thereby does not exceed 10085% 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) 5 such security interests do not apply to any other property or assets of the Borrower or any Subsidiaryof its Subsidiaries;
(j) Liens liens arising out of judgments or awards (other than any judgment that constitutes an Event of Default hereunder) in respect of which Holdings, the Borrower or any of the its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there it shall be have 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 proceedings for review, provided Borrower shall have set aside on its books adequate reserves with respect to such Liens) does not exceed $7,500,000 at any time outstanding;judgment or award; and
(k) Liens on assets deposits, liens or pledges to secure payments of Foreign Subsidiaries; provided that (i) such Liens do not extend toworkmen’s compensation and other payments, public liability, unemployment and other insurance, old-age pensions or other social security obligations, or encumberthe performance of bids, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiariestenders, 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 Facilityleases, 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 contracts (other than Indebtedness) on property with a fair market value not contracts for the payment of money), public or statutory obligations, surety, stay or appeal bonds, or other similar obligations arising in excess the ordinary course of $2,000,000business.
Appears in 1 contract
Samples: Bridge Loan Agreement (UFood Restaurant 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 personPerson, including the Borrower or any Subsidiary) Subsidiary now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofthereof (collectively referred to in this Section 6.02 as the “Assets”), except:
(a) Liens on property or assets Assets of the Borrower Borrower, the Subsidiaries and its Subsidiaries the Affiliated Guarantors existing on the date hereof Petition Date and set forth in Schedule 6.02 (or to the extent not listed in Schedule 6.02, where the fair market value of the Assets to which such Lien attaches is less than $5,000,000); provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderPetition Date (together with any adequate protection obligations as set forth in the Orders);
(b) any Lien created under the Loan DocumentsDocuments (including L/C Cash Collateral not in excess of $10,000,000) and Liens or claims granted pursuant to the Orders;
(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) landlord’s, banks’, carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business (or imposed by law) 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 Obligations), subleases, 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, encroachments, 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 Assets subject thereto or interfere with the ordinary conduct of the business of the Borrower Borrower, any of its Subsidiaries or any of its Subsidiariesthe Affiliated Guarantors;
(ih) purchase money security interests in real propertyLiens securing Indebtedness permitted under Section 6.01(h); 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 Liens secures Indebtedness permitted by Section 6.01(d)incurred to finance the acquisition, construction or improvement of any fixed or capital assets or Capital Lease Obligations and Synthetic Lease Obligations, (ii) such security interests Liens 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 lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or constructioncompletion of construction or improvement) and (iv) such security interests do not apply to any other property or assets of the Borrower Borrower, any Subsidiary or any SubsidiaryAffiliated Guarantor other than the fixed or capital assets which are acquired, constructed or improved;
(i) any interest or title of a lessor or sublessor under any lease of real estate entered into by the Borrower, any Subsidiary or any Affiliated Guarantor in the ordinary course of business;
(j) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods;
(k) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof;
(l) Liens solely on cxxx xxxxxxx money deposits made by the Borrower, any Subsidiary or any Affiliated Guarantor in connection with a letter of intent or purchase agreement permitted hereunder;
(m) purported Liens evidenced by precautionary Uniform Commercial Code financing statements filed in the ordinary course of business;
(n) licenses of patents, trademarks and other intellectual property rights granted by the Borrower, the Subsidiaries or the Affiliated Guarantors in the ordinary course of business;
(o) Liens arising out of consignment or similar arrangements for the sale by the Borrower, the Subsidiaries or the Affiliated Guarantors of goods through third parties in the ordinary course of business; and
(p) Liens arising out of judgments or awards which do not result in respect a Default or Event of which Holdings, Default. This Section 6.02 shall not be construed as a restriction upon the Borrower hypothecation or any transfer 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 equity securities of any property subject to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets gaming licensee unless and until all required approvals 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 $2,000,000relevant Gaming Authorities have been obtained.
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Credit Agreement (JMBS Casino LLC)
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 renewals, refinancings 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 $25,000,000 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, refinancings or renewal of any such Lien, provided that such replacement, extension, refinancing 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, refinancing 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 institution; providedtrade-related bankers acceptances issued in the ordinary course of business of the Borrower or the Subsidiaries, that in each case covering the goods (ior the documents of title in respect of such goods) financed by such deposit account is not a dedicated cash collateral account letters of credit or trade-related bankers acceptances and is not subject the proceeds and products thereof;
(t) Liens securing obligations of the Borrower in respect of the Consulting Agreement;
(u) 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 institutionLien shall secure 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 that do not increase the outstanding principal amount thereof;
(v) Liens on the Collateral (but not on any other assets) securing First Lien Notes; and
(pw) Liens on the Collateral (but not on any other assets) securing Indebtedness under any Second Lien Facility (or any extension, renewal, refinancing or replacement thereof permitted hereunder), provided that such Liens are subject to the Second Lien Intercreditor Agreement (or, in respect the case of obligations (other than Indebtedness) on property with a fair market value not any permitted refinancing or replacement thereof, another intercreditor agreement containing terms that are at least as favorable to the Secured Parties as those contained in excess of $2,000,000the Second Lien Intercreditor 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 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 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 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 not yet due or which are being contested in compliance with Section 5.03;
(e) carriers', warehousemen's, mechanics', landlords', 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 or government 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 propertyjudgment, 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, attachment 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) similar 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 connection with court 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 the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings and (ii) no Default or Event of Default shall have occurred and be continuing;
(j) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to items of office equipment, signage or other items of personal property not extend to, material (individually or encumber, assets which constitute Collateral in the aggregate) in value or to the Equity Interests use or operation of any real property of the Borrower or any of the its 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
(pk) 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 under Section 6.01(f).
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 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 by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary Securitization Transactions; provided that such Liens apply only to provide collateral to such depository institutionassets in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable; and
(pq) 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
Samples: Credit Agreement (True Temper Sports PRC 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 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 or for which appropriate reserves have been established;
(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(d6.1(d) or (e), (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 licenses, leases or subleases granted by the Borrower or any Subsidiary to third persons in the ordinary course of Foreign Subsidiaries; provided that (i) such Liens do 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;
(l) 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;
(iii) such Liens secure only on the assets of a Foreign Subsidiary that is not a Guarantor securing Indebtedness permitted to be incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
6.1(l) and (lii) other Liens on investments made the assets of a Foreign Subsidiary that is not a Guarantor securing Indebtedness by Melody such Foreign Subsidiary not, in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facilitycase of this clause (ii), if such investments were acquired by Melody with the proceeds in excess 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$1,000,000;
(n) any Lien existing on any property or asset interest of any person that exists at the time such person becomes a Subsidiary and that secured Indebtedness permitted lessor under Liens arising from precautionary UCC financing statement filings regarding leases entered into 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 Subsidiaryof its Subsidiaries in the ordinary course of business;
(o) Liens arising solely by virtue out of any statutory or common law provision relating to bankers' liensconditional sale, rights of set-off title retention, consignment 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 arrangements for the sale of goods entered into by the Borrower or any Subsidiary of its Subsidiaries in excess the ordinary course of those set forth by regulations promulgated by business;
(p) Liens that are contractual or statutory setoff rights arising in the Board ordinary course of business with financial institutions, relating to pooled deposit accounts or sweep accounts of the Borrower 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 the Borrower or any of its Subsidiaries in the ordinary course of business;
(iiq) such deposit account is not intended Liens solely on any xxxx xxxxxxx money deposits by the Borrower or any Subsidiary to provide collateral to such depository institution; andof its Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Agreement;
(pr) other Liens on the assets of the Borrower or any Domestic Subsidiary that do not, individually or in respect of the aggregate, 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; and
(s) all Liens set forth in the survey and title policies delivered to the Administrative Agent pursuant to Section 4.2;
(t) any interest or title of a licensor, lessor or sublessor under any license or lease agreement pursuant to which rights are granted to the Borrower or any Subsidiary;
(u) Liens deemed to exist in connection with investments in repurchase agreements permitted under this Agreement; and
(v) Liens on any assets which are the subject of any GSA Transaction.
Appears in 1 contract
Samples: Credit Agreement (Knoll 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 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, workmen's, mechanics', materialmen's, repairmen'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 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 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 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 created under the Second 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 Second 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’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business and or Liens consisting of 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 ’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 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 $2,000,0005,000,000 at any time.
Appears in 1 contract
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 assets, including any Subsidiary) now owned or hereafter acquired by it acquired, securing any Indebtedness or on any income or revenues or rights in respect of any thereof, other obligation except:
: (ai) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof of execution and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensionsdelivery of this Agreement, 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 Liens established under the Mortgage, and any successor or general and refunding mortgage so long as provision is made that no further bonds may be issued under any predecessor mortgage except to any other property secure bonds issued under the then current successor or assets general and refunding mortgage, (iii) Liens contemplated to be granted by the Company or the Owner Trustee pursuant to Section 2.1 of the Borrower or any Subsidiary
Indenture, (div) Liens for taxescontemplated to be granted by the Company to the Owner Participant pursuant to the Participation Agreement, fees(v) Liens securing sale and leaseback transactions permitted under Section 12(a)(v) hereof, assessments (vi) Liens on nuclear fuel securing sale and leaseback transactions involving such nuclear fuel, (vii) assignments of the Capital Funds Agreement permitted by the Supplementary Capital Funds Agreement, (viii) assignments of the Availability Agreement permitted by the Availability Agreement Assignment, (ix) deposits or pledges to secure the payment of workmen's compensation, unemployment insurance, old age pensions or other governmental charges not yet due social security benefits or which are being contested in compliance with Section 5.03;
obligations; (ex) carriers', warehousemen's, mechanics', materialmen's, repairmen's warehousemen's, carriers' or other like Liens liens arising in the ordinary course of business and securing obligations that which are not due and payable overdue for a period longer than 30 days, or which are being contested by the Company in compliance good faith and as to which adequate reserves shall have been set aside on the books of the Company; (xi) Liens incurred or created in connection 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 tenders, contracts (other than for Indebtednessthe payment of money), leases (other than Capital Lease Obligations)leases, statutory obligations, surety and bonds or appeal bonds, performance bonds and other obligations liens of a like nature incurred or created in the ordinary course of business;
; (hxii) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances Liens created or incurred in connection with industrial development revenue bond financing of pollution control facilities constituting part of Grand Gulf, provided that any proceeds received by the ordinary course Company as a result of business which, such financing (after deducting any costs and expenses incurred in connection therewith) are applied either to pay or prepay Indebtedness or to pay the aggregate, are not substantial in amount and do not materially detract from the value construction costs of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
Grand Gulf; (ixiii) purchase money security interests in real propertyliens on property purchased or acquired, improvements thereto or equipment hereafter acquired (or, not to exceed in the case aggregate the principal amount of improvements$20,000,000, 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), (iiiA) the Indebtedness secured thereby does aggregate of the liens pertaining to such property may not exceed 100% sixty-five percentum (65%) of the cost or fair value, whichever is less, of such real property, improvements or equipment property at the time of such acquisition (or construction) acquisition, and (ivB) each such security interests do not lien shall apply only to any other such property or assets of the Borrower or any Subsidiary;
originally subject thereto plus improvements; (jxiv) Liens arising out of judgments financing agencies or awards other persons providing financing on any part of Grand Gulf which is reacquired by the Company following a default by an owner thereof under any agreement for joint operation of Grand Gulf referred to in respect of which HoldingsSection 12(a)(iv) hereof, 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;
(kxv) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend tothe UPSA, or encumberthe right to receive any payments thereunder, assets which constitute Collateral or if, but only if, the Equity Interests of Administrating Bank shall have a valid and perfected first priority security interest in the Borrower or UPSA and the rights to receive payment thereunder pro rata and pari passu with any of the Subsidiaries, other secured party; and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(hxvi);
(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: Letter of Credit and Reimbursement Agreement (Entergy Corp /De/)
Liens. CreateThe Company will not, and will not permit any of its Restricted 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 Company or any personsuch Restricted 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 on for 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 which are not yet due and payable and delinquent or the validity of which are is being contested in good faith in compliance with Section 5.039.4;
(eb) statutory Liens of landlords and Liens of carriers', warehousemen's, mechanics', materialmen'smaterialmen and other similar Liens, repairmen's or other like Liens arising in each case, incurred in the ordinary course of business and securing obligations that are for sums not yet due and payable or which are the amount, applicability or validity thereof is being contested by the Company or such Restricted Subsidiary on a timely basis in compliance good faith and by appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with Section 5.03GAAP on the books of the Company or such Restricted Subsidiary;
(fc) pledges and Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in compliance connection with workmen's workers' compensation, unemployment insurance and other types of social security laws or regulations;
retirement benefits, or (gii) deposits to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease ObligationsLeases), statutory performance bonds, purchase, construction or sales contracts and other similar obligations, surety and appeal bondsin each case not incurred or made in connection with the borrowing of money, performance bonds and other obligations the obtaining of a like nature incurred in advances or credit or the ordinary course payment of businessthe deferred purchase price of property;
(hd) any attachments or judgment Liens for the payment of money in an aggregate amount not to exceed $10,000,000, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are contested by the Company or such Restricted Subsidiary on a Alliance Resource GP, LLC Note Purchase Agreement timely basis in good faith and by appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary;
(e) leases or subleases granted to others, zoning restrictions, easements, rights-of-waylicenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of real property or irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other similar encumbrances incurred in the ordinary course of business whichincurred, in the aggregatecreated, are not substantial in amount assumed or permitted to exist and do not materially detract from the value arising by, through or under a landlord or owner of the property subject thereto leased property, with or interfere with without consent of the lessee), and not interfering with, the ordinary conduct of the business of the Borrower Company or any of its Restricted Subsidiaries, provided that such Liens do not, in the aggregate, materially detract from the value of such property or impair the use of such property;
(f) Liens on property or assets of the Company or any of its Restricted Subsidiaries securing Debt owing to the Company or to a Wholly-Owned Restricted Subsidiary or a Subsidiary Guarantor;
(g) Liens on personal property leased under leases (including synthetic leases) entered into by the Company which are accounted for as operating leases in accordance with GAAP;
(h) at any time before December 31, 2001, Liens on Qualifying Securities securing that portion of Debt incurred to purchase or carry the Qualifying Securities and any continuing Lien after such date under the Pledge Agreement executed pursuant to the Bank Facility on the date of Closing, but only to the extent that such Lien continues as a result of a default under the Bank Facility (a "Bank Default") that constitutes an Event of Default hereunder (and upon the occurrence of any such Event of Default hereunder the same shall continue as an Event of Default until waived by the Required Holders without regard to whether the Bank Default is cured or waived);
(i) purchase money security interests easements, exceptions or reservations in any property of the Company or any Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, improvements thereto or equipment hereafter acquired (orfacilities and equipment, in which are incidental to, and do not materially interfere with, the case ordinary conduct of improvements, constructed) by the Borrower business of the Company 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 Subsidiaryits Restricted Subsidiaries;
(j) Liens arising out on documents of judgments or awards title and the property covered thereby securing obligations in respect of which Holdingsletters of credit that are commercial letters of credit (i.e., obtained for the Borrower purpose of paying all or any a portion of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect purchase price 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 outstandingproperty);
(k) other Liens on assets of Foreign Subsidiaries; securing Debt not otherwise permitted by paragraphs (a) through (j), provided that (i) on the date any such Liens do not extend toLien is created, incurred or encumberassumed and immediately after giving effect to the incurrence of any related Debt and the concurrent retirement of any other Debt, assets which constitute Collateral or the Equity Interests Company is in compliance with the provisions 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);10.2; and
(l) Liens reflected in Schedule 5.15 securing Debt of the Company and its Restricted Subsidiaries on investments made by Melody the date of Closing, but only until the time of Closing in connection with the Melody Loan Arbitrage Facility or case of the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage FacilityDebt and/or Liens referenced in items 1, if such investments were acquired by Melody with the proceeds 3, 5 and 14 of such Indebtedness;
(m) Schedule. Alliance Resource GP, LLC Note Purchase Agreement For the purposes of this Section 10.3, any Person becoming a Restricted Subsidiary after the date of this Agreement shall be deemed to have incurred all of its then outstanding 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 it 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 Restricted 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: Note Purchase Agreement (Alliance Resource Partners Lp)
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 any Restricted Subsidiary, but excluding the Company) 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 Restricted Subsidiaries existing on the date hereof Petition 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 hereunderPetition Date;
(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 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[reserved];
(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 overdue for a period of more than 45 days or which are being contested in compliance with Section 5.03good faith by appropriate proceedings;
(f) pledges and deposits made in the ordinary course of business in compliance connection with workmen's worker’s compensation, unemployment insurance and other social security laws or regulations;
(g) Liens or deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed 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) subject to the facts and conditions as set forth in clause (4) of the certificate delivered pursuant to Section 4.02(l), (i) zoning restrictions, building and land use laws, ordinances, orders, decrees, restrictions or any other conditions imposed by any Governmental Authority, easements, rights-of-way, covenants, restrictions on use of real property and other similar encumbrances, including encumbrances incurred to title, oil, gas and other mineral interests, reservations, royalty interests and leases, and encroachments, title imperfections, and other minor defects or irregularities in title, and (ii) licenses, sublicenses, leases or subleases entered into in the ordinary course of business business, which, in the aggregatecase of each of clauses (i) and (ii), are not substantial in amount and do not materially detract from the value use of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower Company or any of its the 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 Borrower Company or any Restricted Subsidiary and Liens in respect of Capital Lease Obligations and Synthetic Lease Obligations of the Company or any Restricted Subsidiary; PROVIDED provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d) or (e), as applicable, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after prior to or contemporaneous with 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 Company or any Restricted Subsidiary;
(j) judgment Liens arising out securing judgments not constituting an Event of judgments Default under Article VII or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an securing 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 other bonds relating to such Liens) does not exceed $7,500,000 at any time outstandingjudgments;
(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)[reserved];
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility and customary rights of set-off, revocation, refund or the Melody Mortgage Warehousing Facility to secure Indebtedness chargeback and similar rights under deposit, disbursement, concentration, cash or treasury management or similar agreements or under the Melody Loan Arbitrage FacilityUniform Commercial Code or other applicable law in favor of any bank or other financial institution at which the Company or a Restricted Subsidiary maintains a deposit account in the ordinary course of business; provided that such Lien, if customary rights of set-off, revocation, refund, chargeback or similar rights is limited to such investments were acquired by Melody with deposit account and the proceeds of such Indebtednessfunds, checks and other items deposited therein;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant cash collateral in an amount not to exceed $1,500,000 to secure obligations with respect to the Melody Mortgage Warehousing FacilitySpecified Letters of Credit and/or the underlying obligations with respect to the Specified Letters of Credit;
(n) any Lien existing on any property Liens arising solely from precautionary Uniform Commercial Code financing statement filings with respect to operating leases 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 Subsidiaryconsignment arrangements;
(o) Liens arising solely by virtue any interest or title of a lessor under 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 operating lease entered into by the Borrower Company or any Subsidiary in excess the ordinary course of those set forth its business and covering only the assets so leased;
(p) Liens in favor of a Governmental Authority arising in connection with any condemnation or eminent domain proceeding by regulations promulgated such Governmental Authority which does not otherwise constitute a Default or Event of Default;
(q) security deposits paid to landlords in the ordinary course of business securing leases and subleases permitted hereunder;
(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Board and (ii) such deposit account is not intended by the Borrower Company or any Restricted Subsidiary (as purchaser or consignee);
(s) Liens in favor of customs and revenue authorities arising as a matter of law to provide collateral secure payment of customs duties in connection with the important of goods;
(t) 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;
(u) Liens or pledges of deposits of cash or cash equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions or similar obligations to providers of property, casualty or liability insurance in the ordinary course of business;
(v) any interest or title of a lessor or sublessor under any lease of real estate not prohibited hereunder pursuant to which any Credit Party has a leasehold interest;
(w) [reserved];
(x) [reserved];
(y) Liens in favor of providers of Indebtedness on the escrowed proceeds of such depository institutionIndebtedness that are subject to an escrow or similar arrangement and Liens on cash deposited in an account along with such escrowed proceeds to pre-fund the payment of interest in respect of such Indebtedness during the applicable escrow period;
(z) other Liens securing liabilities permitted hereunder in an aggregate amount not to exceed $1,000,000 at any time;
(aa) Liens on Equity Interests in a joint venture securing obligations of such joint venture so long as the assets of such joint venture do not constitute Collateral; and
(pbb) other Liens in respect of obligations granted pursuant to any Order (other than Indebtedness) on property with a fair market value not in excess of $2,000,000including Liens granted to provide adequate protection and the Carve Out).
Appears in 1 contract
Liens. Create, incur, assume or permit suffer to exist any Lien on with respect to any property property, revenues or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it arising or on any income or revenues or rights in respect of any thereofacquired, except:
(a) Liens on in connection with the acquisition of property by way of purchase money mortgage and security interests, conditional sale or assets other title retention agreement, Capitalized Lease or other deferred payment contract, and attaching only to the property being acquired if the Indebtedness secured thereby does not exceed 100% of the fair market value of such property at the time of acquisition thereof nor $5,000,000 in the aggregate for the Borrower and its all Material 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 hereunderat any one time outstanding;
(b) any Lien created under Liens existing on assets of Material Subsidiaries acquired after December 31, 2006, which existed at the Loan Documentstime of such acquisition and attach only to the assets of such Material Subsidiaries;
(c) any Lien Liens existing on the date of this Agreement and disclosed on Schedule 7.11 hereto and Liens securing any property extension, renewal, restatement or asset prior replacement of the credit facilities described on Schedule 7.11, provided, that Liens securing such extensions, renewals, restatements or replacement credit facilities shall not attach to materially different assets than the acquisition thereof by Liens disclosed on such Schedule 7.11 and shall not secure indebtedness exceeding the Borrower amount of credit facilities described on Schedule 7.11;
(d) Deposits or any Subsidiary; PROVIDED that (i) such Lien is not created pledges to secure payment of workers’ compensation, unemployment insurance, old age pensions or other social security obligations, in contemplation the ordinary course 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 a Subsidiary;
(de) Liens for taxes, fees, assessments or other and governmental charges not yet due delinquent or which are being contested to the extent that payments therefor shall not at the time be required to be made in compliance accordance with the provisions of Section 5.038.4;
(ef) 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 in compliance with Section 5.03;
(f) pledges and deposits to the extent that payment therefor shall not at the time be required to be made in accordance with the ordinary course provisions of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulationsSection 8.4;
(g) deposits 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 obligations and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use Liens granted to secure obligations to any other holder 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 senior Indebtedness of the Borrower or any (including without limitation obligations to insurers of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in bond obligations of the case of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(dBorrower), (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 Liens were required to be granted pursuant to agreement and is not subject to restrictions against access instruments entered into by the Borrower or any Subsidiary in excess prior to the date of those set forth by regulations promulgated by the Board this Agreement, and (ii) the Agent is granted a pari passu Lien, not subordinate in priority (whether due to time of filing or otherwise) to such deposit account is not intended by Lien attaching to either (x) the same assets and rights as the Lien in favor of such other holder of senior Indebtedness (in which case if the Agent shall so notify the Borrower, the holder of such senior Indebtedness shall enter into an inter-creditor agreement satisfactory to the Agent confirming such respective priorities of such Liens), or (y) other assets that are acceptable to the Required Banks in their sole discretion to secure all Indebtedness and obligations of the Borrower hereunder, whether then existing or any Subsidiary to provide collateral to such depository institutionthereafter arising; and
(pi) other Liens not otherwise permitted by this Section securing Indebtedness not to exceed $2,000,000 in respect the aggregate principal amount at any time outstanding. In no case shall Liens permitted hereunder apply to the stock of any Material Subsidiary and in no case shall Liens under (d), (f) or (g) secure any Indebtedness for borrowed money or Indebtedness constituting obligations (other than Indebtedness) on property with a fair market value not in excess to issuers of $2,000,000letters of credit.
Appears in 1 contract
Samples: Credit Agreement (Otter Tail Corp)
Liens. CreateNo Borrower shall, or shall 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 (including Equity Interests or other securities asset of any personBorrower or any Consolidated Subsidiary of any Borrower, 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, without duplication:
6.1.1. Liens securing the Obligations;
6.1.2. Existing Liens on assets of the entities listed on Schedule R-1 hereto ;
(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 of any Governmental Authority for claims that are not Material and are not yet due or which are being contested in compliance good faith by appropriate proceedings and with Section 5.03;
respect to which adequate reserves or other appropriate provisions are being maintained in accordance with of GAAP; (eb) statutory Liens of landlords and Liens of carriers', warehousemen's, mechanics', materialmen's, repairmen's or bankers and other like Liens arising imposed by law and created in the ordinary course of business and securing obligations for amounts that are not Material and are not yet due and payable or which are being contested in compliance good faith by appropriate proceedings and with Section 5.03;
respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (fc) pledges Liens incurred and deposits made in the ordinary course of business for purchase-money obligations, in an amount not exceeding $500,000 at any time, or Liens incurred 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 benefits or regulations;
(g) deposits to secure the performance (including by way of surety bonds or appeal bonds) of tenders, bids, trade contracts (other than for Indebtedness)leases, leases (other than Capital Lease Obligations)contracts, statutory obligationsobligations or similar obligations or arising as a result of progress payments under contracts, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in each case in the ordinary course of business;
business and not relating to the repayment of Debt; (hd) zoning restrictions, easements, rights-of-way, restrictions on use of real property covenants, consents, reservations, encroachments, variations and other similar restrictions, charges or encumbrances incurred (whether or not recorded) that do not Materially interfere with the ordinary conduct of business, Materially detract from the value of the asset to which they attach or Materially impair the use thereof; (e) building restrictions, zoning laws and other statutes, laws, rules, regulations, ordinances and restrictions; and (f) leases or subleases granted in the ordinary course of business which, in the aggregate, are to others not substantial in amount and do not materially detract from the value of the property subject thereto or interfere Materially interfering with the ordinary conduct of business of, and consistent with past practices of, the business of the Borrower or any of its Subsidiaries;
Borrower, provided that clauses (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(da), (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 constructionb) and (ivc) such security interests do shall not apply to any other property or assets Environmental Liens, Liens that, under Applicable Law, would have priority over the Lien of the Borrower Collateral Documents or any SubsidiaryLiens imposed under ERISA;
(j) Liens arising out 6.1.4. any attachment or judgment Lien 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) 6.1.5. Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, securing Debt permitted to be incurred 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 assumed on a secured basis pursuant to Section 6.01(h);
(l) Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility 6.1.5., including any interest or the Melody Mortgage Warehousing Facility to secure Indebtedness title of a lessor under the Melody Loan Arbitrage Facilityany Capitalized Lease, if provided that any such investments were acquired by Melody Lien does not encumber any property other than assets acquired, constructed or improved with the proceeds of such IndebtednessDebt;
(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: Senior Secured Credit Agreement (Cotelligent 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 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 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. 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)this Agreement, (ii) 2. such security interests are incurred, and the Indebtedness indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) 3. the Indebtedness indebtedness secured thereby does not exceed 10085% 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;
(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 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 joint venture in which the Equity Interests of such joint venture 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;
(i) Liens solely consisting of restrictions on transfer under the Limited Partnership Agreement of TEP in respect of transfers of the Collateral; provided that no such restrictions shall prohibit the granting of Liens on the Collateral to secure the Obligations and (ii) Liens 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 the Limited Liability Company Agreement of TEP GP in respect of transfers of the Equity Interests in TEP (other than Collateral);
(h) zoning restrictions, easements, rights-of-way, restrictions on use Liens that secure Indebtedness permitted to be incurred under Section 6.01(i); provided that such Liens shall not encumber (i) any Collateral consisting of real property and other similar encumbrances incurred Equity Interests or (ii) any Equity Interests 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;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 the Borrower (i) any Unrestricted Subsidiary or any of the Subsidiaries, and (ii) any joint venture in which the Borrower holds an Equity Interest; provided that, for avoidance of doubt, such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h);
shall not encumber (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;
(nx) any Lien existing on Collateral consisting of Equity Interests or (y) 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 Equity Interests 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 $2,000,000TEP.
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 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; 7.01, 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 5.036.03;
(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 5.036.03;
(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 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 $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 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 1 contract
Samples: Five Year 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 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 (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;without duplication):
(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 5.034.03;
(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 5.034.03;
(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 assets of improvements, constructed) by the Borrower 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) mortgages on properties listed on Schedule 5.02(j); 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 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 mortgages do not apply to any other the property or assets of the Borrower or any Subsidiary;
Subsidiary other than the scheduled properties and (jii) Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any 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 securing Indebtedness incurred pursuant to Sections 5.01(l) 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;5.09(ii); and
(m) other 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 secure 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, however, that (i) such deposit account is not a dedicated cash collateral account the aggregate principal amount of the Indebtedness so secured at any time, when added to the net book value of all property the subject of Sale 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 Lease-Back Transactions (other than IndebtednessSale and Lease-back Transactions referred to in the proviso to Section 5.03) on property with a fair market value at such time, does not in excess exceed 15% of $2,000,000Consolidated Total Assets at such time.
Appears in 1 contract
Liens. Create, incurThe Borrower shall not create, assume or permit to exist any Lien on any property of the properties or assets (including Equity Interests or other securities of any personthe Borrower, 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:except for the following (collectively, "Permitted Liens"):
(a) Liens on property or assets only to the extent arising and continuing in the ordinary course 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;business:
(bi) any Lien created under the Loan Documents;
(c) any Lien existing on any property pledges or asset prior to the acquisition thereof deposits by the Borrower under workmen's compensation laws, unemployment insurance laws, social security laws or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation of similar legislation, or good faith deposits in connection with such acquisitionbids, and tenders, contracts (iiother than for the payment of Indebtedness of the Borrower) such Lien does not apply or leases to any other property which the Borrower is a party as lessee, or assets deposits to secure public or statutory obligations of the Borrower or any Subsidiarydeposits of cash or U.S. Government Bonds to secure surety, appeal, performance or other similar bonds to which the Borrower is a party, or deposits as security for contested taxes or import duties or for the payment of rent,
(dii) Liens for taxesimposed by law, fees, assessments or other governmental charges not yet due or which are being contested in compliance with Section 5.03;
(e) such as carriers', warehousemen's, materialmen's and mechanics'' liens, materialmen'sor Liens arising out of judgments or awards against the Borrower or any Subsidiary with respect to which the Borrower or any Subsidiary at the time shall currently be prosecuting an appeal or proceedings for review,
(iii) Liens for taxes not yet subject to penalties for non-payment and Liens for taxes the payment of which is being contested as permitted by Section 6.6(a),
(iv) minor survey exceptions, repairmen's minor encumbrances, easements or reservations of, or rights of others for rights of way, highways and railroad crossings, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other like Liens arising in restrictions as to 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 properties,
(v) Liens incidental to 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 to the ownership of its Subsidiaries;
(i) purchase money security interests property that were not incurred in real property, improvements thereto or equipment hereafter acquired (or, in the case connection with Indebtedness of improvements, constructed) by the Borrower or any Subsidiary; PROVIDED that , including the rights of lessors under capitalized leases, and
(vi) the rights of lessees under leases of Equipment, the rights and equities of vendees under conditional sale agreements of Equipment and the rights of any person claiming under or through such lessees or vendees, so long as all of the Liens referred to in this clause (a) do not individually or in the aggregate materially detract from the value of the properties to which they relate or materially impair their use in the operation of the business, taken as a whole, of the Borrower;
(b) Liens incurred only upon compliance with the terms and conditions of Section 2.29;
(c) the Liens of the Security Documents;
(d) purchase money security interests, conditional sale arrangements and other similar Liens on motor vehicles and equipment acquired by the Borrower with the proceeds of the Indebtedness referred to in this Section 7.2(d) so long as:
(i) the transaction in which such security interests secure Indebtedness permitted a Lien is proposed to be created is not then prohibited by Section 6.01(d), this Agreement,
(ii) any such security interests are incurredLien shall attach only to the property or asset acquired in such transaction and shall not extend to or cover any other assets or properties of the Borrower, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), and
(iii) the Indebtedness secured thereby does or covered by any such Lien shall not exceed 100% the lesser 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 the property or asset acquired and shall not be renewed, extended or prepaid from the proceeds of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingborrowing by the Borrower;
(ke) 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 granted by the Borrower or any Subsidiary in excess on Equipment acquired by it within 90 days of those set forth by regulations promulgated by the Board and (iigrant of such Lien so long as the other requirements of Section 7.2(d) 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.are met;
Appears in 1 contract
Samples: Loan Agreement (Dvi Inc)
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 Closing Date (A) securing an aggregate amount not in excess of $2,400,000 and set forth disclosed on Schedule 7.01, (B) securing obligations of CDB/Infotek owning to the Borrower or (C) securing an amount not to exceed $250,000 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 hereunderaggregate;
(b) Liens on any property securing Indebtedness incurred or assumed for the purpose of financing all or any part of the acquisition cost of such property and any refinancing thereof, provided that such Lien created under does not extend to any other property and further provided that the Loan Documentsamount of Indebtedness secured by such Liens does not exceed $10,000,000 in aggregate principal amount at any one time outstanding;
(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 payable, and (ii) such Lien does not apply Liens for taxes 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, 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 a like nature incurred in obligations for the ordinary course payment of businessborrowed money);
(f) zoning, easements and restrictions on the use of real property which do not materially impair the use of such property;
(g) Liens arising under ERISA;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real rights in property and other similar encumbrances incurred reserved or vested in the ordinary course of business which, in the aggregate, are not substantial in amount and any governmental authority which do not materially detract from impair the value use of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariessuch property;
(i) purchase money security interests Liens on assets of newly acquired Subsidiaries which were 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 existence 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 Subsidiarycreated in contemplation thereof;
(j) Liens arising out of judgments or awards in respect of which Holdings, granted under 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 outstandingLease Documents;
(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 granted in favor of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred Guarantor securing intercompany indebtedness owed by such Foreign Subsidiary pursuant to Section 6.01(h)another Consolidated Company;
(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 Indebtednessthose permitted by paragraphs (a) on property with a fair market value through (j) of this Section 7.01) securing Indebtedness in an aggregate principal amount outstanding at any time not in excess to exceed fifteen percent (15%) of $2,000,000the Consolidated Net Worth of the Consolidated Companies as of the last day of the immediately preceding fiscal quarter of the Borrower.
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 Holdings, the Parent Borrower and its the Subsidiaries existing on the date hereof and set forth in on 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 refinancings of such obligations permitted hereunderby Section 6.01);
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof by Holdings, the Parent 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 Holdings, any Borrower or any Subsidiary;
(d) Liens for taxes, feesassessments, assessments or other governmental charges and levies not yet due or which are being contested or are unpaid in compliance with Section 5.03;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or and 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) Liens of landlords or of mortgagees of landlords arising by operation of law, provided that the (A) rental payments secured thereby are not yet due and payable and (B) the Borrowers use reasonable efforts to obtain a consent from such landlord, in which such landlord or mortgagee acknowledges the Collateral Agent's first priority security interest in the Inventory (as defined in the Security Documents) pledged by each Loan Party to the Collateral Agent and agrees to provide the Collateral Agent with access to the premises covered by such lease in order to enforce such security interest;
(g) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security or similar laws or regulations;
(gh) 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;
(hi) zoning restrictions, easements, rights-of-way, minor defects or irregularities in title, 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 Holdings, the Parent Borrower or any of its the Subsidiaries;
(ij) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Holdings, any Borrower or any Subsidiary; PROVIDED , provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d6.01(h), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 not later than 120 days after such acquisition (or construction)) or are incurred to extend, renew or refinance such security interests and Indebtedness incurred within such period, (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 Holdings, any Borrower or any Subsidiary;
(jk) attachment or judgment Liens securing judgments, unless the aggregate amount of such judgments shall (A) exceed $10,000,000 (except to the extent the Administrative Agent shall have received satisfactory evidence that such judgments are covered by insurance) and (B) remain undischarged for a period of more than 60 consecutive days during which execution shall not be effectively stayed;
(l) Liens to secure Capital Lease Obligations, industrial revenue bonds or Indebtedness permitted by Sections 6.01(h) or (l), provided that such Liens do not extend to any property or assets of Holdings, the Parent Borrower or any Subsidiary other than the property or assets financed thereby;
(m) rights of first offer or refusal relating to interests in joint ventures;
(n) UCC filings that relate to the preservation of claims in respect of interests in property subject to operating leases (it being agreed that the permissiveness of such filing hereunder shall not be considered a waiver of any claim that the Lenders or the Collateral Agent may have on the property to which such interest relates);
(o) Liens securing any Indebtedness permitted by Sections 6.01(l), (p) and (q);
(p) in the case of any Foreign Subsidiary, Liens securing any Permitted Foreign Indebtedness permitted by Section 6.01(e);
(q) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods in the ordinary course of business;
(r) Liens arising out of judgments conditional sale, title retention, consignment or awards in respect similar arrangements for the sale of which goods entered into by Holdings, the Parent 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 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;
(ks) 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 accounts receivables financed 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 Receivables Financing 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 institution6.05; and
(pt) other Liens in respect pledges of obligations (other than Indebtedness) on property with a fair market value not in excess any Capital Stock of $2,000,000Xxxxxxx.
Appears in 1 contract
Samples: Credit Agreement (Lifestyle Furnishings International LTD)
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 any thereof, except:
(a) Liens on property or assets of the Borrower Company and its Subsidiaries existing on the date hereof Closing Date and set forth on Schedule IV or on Schedule B to any lender's title insurance policy delivered to the Agent in Schedule 6.02accordance with subsection 12.2(j) prior to the Closing Date (and any extension, renewal or replacement of such Liens); 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 hereunderClosing Date;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof (including, without limitation, by way of the acquisition of the Capital Stock of the entity owning such property or asset) 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 acquisitionacquisi tion, and (ii) such Lien does not apply to any other property or assets of the Borrower Company or any Subsidiary; provided, further, that no such Lien shall encumber any Accounts or Inventory which are included in the calculation of the Domestic Borrowing Base or the UK Borrowing Base;
(d) Liens for taxes, fees, assessments or other governmental charges not yet due and payable or which that are being contested in compliance with Section 5.03subsection 13.3;
(e) carriers', warehousemen's, mechanics', materialmen's, repairmen'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 or, if a portion thereof is due and payable, that are being contested in compliance with Section 5.03subsection 13.3; provided that no such Liens on account of amounts which are due and payable shall encumber any Accounts or Inventory which are included in the calculation of the Domestic Borrowing Base or the UK Borrowing Base;
(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) 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 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 Company or any Subsidiary; PROVIDED provided, however, that (i) such security interests secure Indebtedness permitted by Section 6.01(d)subsection 14.1, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within by no later than 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 10085% 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 Company or any Subsidiary;
(i) Liens incurred in connection with Capital Lease Obligations permitted under subsection 14.12;
(j) Liens arising out of judgments or awards incurred in respect of which Holdings, the Borrower or connection with 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 (Sale and any cash and the fair market value of any property subject to such Liens) does not exceed $7,500,000 at any time outstandingLeaseback Transaction permitted under subsection 14.4;
(k) Liens on properties and assets of Foreign Subsidiaries; provided that Subsidiaries (iother than the UK Borrower) 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 permitted pursuant to Section 6.01(hsubsection 14.1(i);
(l) Liens zoning restrictions, easements, rights-of-way, restrictions on investments made by Melody use of real property and other similar encumbrances that do not materially impair the current use or (in connection with the Melody Loan Arbitrage Facility or case of the Melody Mortgage Warehousing Facility to secure Indebtedness under Mortgaged Property) the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with value of the proceeds of such Indebtednessproperty subject thereto;
(m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing Facility;arising from precautionary filing of Uniform Commercial Code financing statements regarding leases; 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) judgement Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights judgements not giving rise to an Event 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
Samples: Credit and Guarantee Agreement (Remington Products Co LLC)
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 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 the Subsidiaries existing on the date hereof Closing Date and set forth in Schedule 6.026.02(a); provided that such Liens shall secure only those obligations which they secure secured on the date hereof Closing Date 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 or existing on any property or assets of any person that becomes a Subsidiary after the Closing Date 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 the Borrower or any Subsidiary (other than affixed or incorporated into the property covered by such Lien) 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 extensions, renewals, refinancings or replacements of such obligations;
(d) Liens for taxes, feesLiens, assessments or other governmental charges or claims for taxes not yet due delinquent or which are being contested in compliance with not required to be paid pursuant to 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 delinquent or which are being contested in compliance with not required to be paid under Section 5.03;
(f) Liens incurred and pledges and deposits made in the ordinary course of business in compliance connection with any self-retention or self-insurance, or with respect to workmen's ’s compensation, unemployment insurance, general liability, medical malpractice, professional liability or property 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, government contracts, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, rights of first refusal, restrictions on use of real property property, minor defects or irregularities in title and other similar charges or encumbrances incurred in the ordinary course of business which, in the aggregate, do not interfere in any material respect with the business of the Borrower and the Subsidiaries, taken as a whole;
(i) zoning, building codes and other land use laws, regulations and ordinances regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such real property which are not substantial in amount and do not materially detract from violated by the value current use or occupancy of such real property or the property subject thereto or interfere with the ordinary conduct operation of the business of the Borrower or any of its Subsidiariesthe Subsidiaries or any violation of which would not have a Material Adverse Effect;
(ij) purchase money security interests ground leases in respect of real property, improvements thereto property on which Facilities owned or equipment hereafter acquired (or, in the case of improvements, constructed) leased by the Borrower or any Subsidiaryof the Subsidiaries are located;
(k) any interest or title of a lessor or secured by a lessor’s interest under any lease permitted hereunder;
(l) leases or subleases granted to others not interfering in any material respect with the business of the Borrower and the Subsidiaries, taken as a whole;
(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;
(n) Liens securing Indebtedness to finance the acquisition, construction or improvement of fixed or capital assets; 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 (acquisition, construction or construction)improvement, 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 Subsidiary, except for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof; provided that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender secured by a Lien permissibly incurred pursuant to this Section 6.02(n);
(jo) Liens arising out of judgments or awards that do not constitute an Event of Default under paragraph (i) of Article VII;
(p) Liens pursuant to Receivables Transactions incurred in accordance with Section 6.05(b), including Liens on the assets of any Securitization Subsidiary created pursuant to a Receivables Transaction and Liens incurred by the Borrower and the Subsidiaries on Receivables to secure obligations owing by them in respect of which Holdingsany such Receivables Transaction, provided that any Receivables not transferred to a Securitization Subsidiary in connection with such Receivables Transaction to the Borrower or any extent constituting intercompany indebtedness required to be pledged pursuant to the Guarantee and Collateral Agreement shall be and remain subject to the perfected Lien and security interest granted to the Collateral Agent in favor of the Subsidiaries shall Lenders in good faith be prosecuting an appeal or proceedings for review in respect of which there accordance with the Guarantee and Collateral Agreement; provided further, that no Liens shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED permitted under this clause (p) to the extent that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such LiensLiens are then outstanding under Section 6.02(z) does not exceed $7,500,000 at any time outstandingbelow;
(kq) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which that constitute Collateral or the Equity Interests of the Borrower or any of the Domestic Subsidiaries, and (ii) such Liens extending to the assets of any Foreign Subsidiary secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h6.01(k);
(lr) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set off);
(s) Liens on investments made one or more Facilities owned or leased by Melody any Subsidiary to secure Permitted Real Estate Indebtedness incurred by such Subsidiary pursuant to Section 6.01(f);
(t) Liens 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 or the Melody Mortgage Warehousing Facility to secure Indebtedness under the Melody Loan Arbitrage Facilityissuance of 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 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 relating to any property pooled deposit or assets sweep accounts of the Borrower or any other Subsidiary;
Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Subsidiaries or (oiii) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights purchase orders and other agreements entered into with customers 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 the ordinary course of those set forth by regulations promulgated by business;
(u) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the Board and (ii) such deposit account is not intended sale or purchase of goods entered into by the Borrower or any Subsidiary of the Subsidiaries in the ordinary course of business permitted hereunder;
(v) 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;
(w) Liens securing insurance premiums financing arrangements, provided that such Liens are limited to provide collateral the applicable unearned insurance premiums;
(x) Liens securing any Permitted Additional Debt, in accordance with the requirements thereof; provided that, such Liens are junior to the Liens securing the Obligations and the holders (or agent in respect thereof) of such Permitted Additional Debt enter into a Junior Lien Intercreditor Agreement;
(y) Liens on assets of non-Loan Party Subsidiaries, which secure Indebtedness permitted to be incurred by such Subsidiaries pursuant to this Agreement;
(z) Liens which secure (i) Indebtedness incurred pursuant to Section 6.01(y), (ii) ABL Designated Cash Management Obligations (as defined in the ABL Intercreditor Agreement) and (iii) ABL Designated Hedging Obligations (as defined in the ABL Intercreditor Agreement); provided that such Liens shall be subject to the ABL Intercreditor Agreement;
(aa) Liens on the real estate securing HUD Loans permitted by Section 6.01(z) (including Liens resulting from the pre-funding of interest with respect to such depository institutionHUD Loans), in accordance with the requirements thereof; and
(pbb) other Liens securing Government Loans permitted by Section 6.01(aa), in respect of obligations (other than Indebtedness) on property accordance with a fair market value not in excess of $2,000,000the requirements thereof; provided that to the extent such Liens are secured by the Collateral, such Liens are pari passu with or junior to the Liens securing the Obligations.
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 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; 7.01, 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 5.036.03;
(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 $500,000,000 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 1 contract
Samples: Five Year 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 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;; 70 Choice Hotels – Credit Agreement (2018)
(g) 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) 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 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 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, renewals and replacements 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;
(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); PROVIDED refinancings thereof, 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 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;
(m) 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;
(n) Liens arising from precautionary UCC financing statement filings (or equivalent filings, registrations or agreements in foreign jurisdictions) regarding operating leases entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;
(o) Liens securing judgments which do not constitute an Event of Default or Liens created by or existing from any litigation or 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;
(p) customary Liens in favor of a banks or other depository or financial institutions arising solely by virtue as a matter of any statutory or common 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 a creditor depository institution; provided, that such financial institution (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 including rights 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; andsetoff);
(pq) other Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; 71 Choice Hotels – Credit Agreement (2018) (r) Liens of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in respect the course of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000.collection;
Appears in 1 contract
Samples: Senior Unsecured Credit Agreement (Choice Hotels International Inc /De)
Liens. CreateThe Borrower will not, and will not permit it 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 the Borrower or on any income or revenues or rights in respect of any thereofSubsidiary, except:
(a) Liens on property or assets of granted to the Borrower and its Subsidiaries existing on Lender under the date hereof and set forth in Schedule 6.02; provided that such Liens shall Security Documents to secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunderObligations;
(b) any Lien created under Liens to secure Subordinated Debt permitted hereunder, to the Loan Documentsextent permitted by the applicable Subordination Agreement;
(c) any Lien Liens existing on any property the date of this Agreement and disclosed on Schedule 6.14;
(d) Deposits or asset prior pledges to secure payment of workers’ compensation, unemployment insurance, old age pensions or other social security obligations, in the acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not created in contemplation ordinary course 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;
(de) 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 is not at the time required to be made in compliance accordance with Section 5.03;5.4; - 38 –
(ef) 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 is not at the time required to be made in compliance accordance 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 regulations5.4;
(g) deposits or pledges 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 obligations and other obligations of or a like nature incurred nature, in each case 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 or any 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 or any Subsidiary to provide collateral to such the depository institution;
(i) 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 that do not materially detract from the value of such property or impair the use thereof in the business of the Borrower or any Subsidiary;
(j) 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 this Agreement and (ii) such Liens are limited to the property acquired and do not secure Indebtedness other than the related Capitalized Lease Obligations or the purchase price of such property; and
(pk) other Liens securing Indebtedness permitted pursuant to Section 6.13(i) the holder of which is, or contemporaneously with the issuance of such Indebtedness becomes, a party to an intercreditor agreement in respect of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000form and substance satisfactory to the Lender.
Appears in 1 contract
Samples: Credit Agreement (NGA Holdco, LLC)
Liens. Create, incur, assume or permit suffer to exist any Lien on upon any property of its material 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 acquired, other than the following: Liens for the benefit of the Secured Parties pursuant to any income or revenues or rights Financing Document and, with respect to PSE only, Liens in respect of cash collateral arrangements for letters of credit issued under the Operating Company Credit Agreement; (i) Liens existing on the Effective Date and listed on Schedule 6.01(b) or (ii) Liens securing any Existing Indebtedness contemplated by clause (b) of the definition thereof; provided, except:
in the case of this clause (ii), that such Lien shall apply only to Property (whether now owned or after-acquired) of a type that is subject to a Lien securing the corresponding Existing Indebtedness referred to in clause (a) of the definition thereof (including the proceeds thereof) and shall not extend to any other Property; Liens for taxes, assessments or governmental charges imposed on the Borrower or any Subsidiary or any of their property by any Governmental Authority which are not yet due and payable or assets 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 Borrower or such Subsidiary, to the extent required by and its Subsidiaries existing in accordance with GAAP; Liens of carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors, statutory liens of landlords or other like liens arising in the ordinary course of business which secure amounts not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if Person to the extent required by and in accordance with GAAP; pledges or deposits in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other social security legislation or (ii) required to secure performance bids, tenders, trade contracts, performance bonds, statutory obligations, leases, government contracts, surety and appeals bonds, indemnity, performance or other similar bonds in connection with judicial or administrative proceedings and other obligations of a like nature (exclusive of obligations for borrowed money); easements, rights-of-way, licenses, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of any Borrower Group Member; Liens securing judgments that do not involve any material risk of forfeiture of any assets of any of the Operating Companies or any Financing Document that do not exceed $50,000,000 in the aggregate (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) and that within ten (10) days are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves 51
(i) insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto to the extent securing Indebtedness owed to any Person providing property, casualty, business interruption or liability insurance to the Borrower or any Operating Company of the Borrower so long as such Indebtedness shall not be in excess of the unpaid costs of, and shall be incurred only to defer the cost of, such insurance for the annual period in which such Indebtedness is incurred and in any event, not in excess of $5,000,000 in the aggregate at any time (“Permitted Premium Financing Indebtedness”), (ii) dividends and rebates and other identifiable proceeds therefrom which may become payable under insurance policies and loss payments which reduce the incurred premiums on such insurance policies, (iii) rights which may arise under state insurance guarantee funds relating to any such insurance policy, in each case securing Permitted Premium Financing Indebtedness and (iv) pledges or deposits of cash and Cash Equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions or similar obligations to providers of property, casualty or liability insurance in the date hereof and set forth ordinary 52 course of business; provided, however, that claims in Schedule 6.02; provided that respect of such Liens shall not exceed $5,000,000 at any time; Liens in favor of customs and revenue authorities arising as a matter of law to secure only those payment of customs duties in connection with the importation of goods in the ordinary course of business; Liens on conservation investment assets as security for obligations which they secure on incurred in financing or refinancing bondable conservation investments in accordance with the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under laws of the Loan Documents;
(c) State of Washington; 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 pursuant to a Permitted Acquisition (or on such Person’s assets) 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
(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 the proceeds of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions on use of real such 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 constructionassets), (iii) such Lien shall secure only those obligations which it secures on the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time date of such acquisition (or construction) the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof and (iv) such security interests do not apply to Lien, together with any other property Liens incurred pursuant to this paragraph (s) shall not secure Indebtedness or assets other obligations in excess of $250,000,000 in the aggregate; other Liens securing Indebtedness and other obligations in an aggregate amount not to exceed $100,000,000 at any time; Liens securing Permitted Refinancing Indebtedness of the Borrower or and other Indebtedness of the Borrower of the type described in clauses (a) and (b) of the definition of “Indebtedness” (but not of any Subsidiary;
(j) Indebtedness of any other Borrower Group Member); provided that such Liens arising out of judgments or awards and any rights in respect thereof are subject to the terms of which Holdingsthe Collateral Agency Agreement, and 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 in compliance (on a subsisting stay of execution pending such appeal or proceedingsPro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant contained in Section 6.09; PROVIDED Liens securing PSE’s obligations arising pursuant to that certain Contracting Party’s Agreement dated December 4, 2007 entered into between PSE and Natural Gas Exchange, Inc. as amended and replaced from time to time solely to the extent 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 obligations thereunder shall not exceed $7,500,000 50,000,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiaries; , and 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 shall apply 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 PSE of the Borrower type securing such obligations as of the date of this Agreement; Liens securing Indebtedness or any other Subsidiary;
(o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liensin connection with Receivables Facilities, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that the sum (without duplication) of all such Indebtedness, plus the aggregate investment or claim held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Receivables Facilities shall not at any time exceed $250,000,000; and Liens pursuant to (i) such deposit account is not a dedicated cash collateral account PSE’s First and is not subject to restrictions against access by Refunding Mortgage, dated as of June 2, 1924 (as supplemented and amended, the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and “Existing 1924 Mortgage”), as described therein, (ii) such deposit account is not intended by PSE’s Indenture of First Mortgage, dated as of April 1, 1957 (as supplemented and amended, the Borrower or “Existing 1957 Mortgage”), as described therein, (iii) PSE’s Indenture, dated as of December 1, 1997 (as supplemented and amended, the “Existing 1997 Indenture”), as described therein, and (iv) any Subsidiary to provide collateral to such depository institution; and
(p) other Liens replacement indenture in respect of obligations the Existing 1924 Mortgage, the Existing 1957 Mortgage or the Existing 1997 Indenture, and any supplements thereto, so long as (other than Indebtedness1) on any such Liens under any such replacement indenture apply to the property or assets of PSE in a manner substantially consistent with a fair market value not in excess the terms of $2,000,000.the Existing 1924 53
Appears in 1 contract
Liens. CreateHoldings and the Borrower 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 Borrower and its Subsidiaries existing on the date hereof Effective Date 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 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 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 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);
(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 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 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 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 CBRE Limited (New Zealand) 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 given CBRE Limited (New Zealand) (as buyer) in favor of a dedicated cash collateral account and is not subject to restrictions against access by seller of the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and personal property, (ii) such deposit it secures (and only secures) all or part of the purchase price for the personal property and (iii) it is discharged within 60 days of its creation;
(s) any security in relation to personal property acquired by CBRE Limited (New Zealand) that is created or provided for by (i) a transfer of an account is receivable or chattel paper, (ii) a lease for a term of more than 1 year, or (iii) a commercial consignment, that does not intended by 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 Borrower or any Subsidiary to provide collateral to such depository institutionmeaning 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 1 contract
Samples: Bridge Credit Agreement
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(h6.1(m) and (ii) other Liens on the assets of a Foreign Subsidiary that is not a Subsidiary Guarantor securing Indebtedness by such Foreign Subsidiary not, in the case of this clause (ii), in excess of $1,000,000;
(p) Liens on the Collateral of the Borrower and Guarantors securing, on a Second Priority Basis, Subordinated Mezzanine Indebtedness permitted under Section 6.1(l);
(lq) 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 on investments made arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Melody the Borrower or any of its Subsidiaries in the ordinary course of business;
(s) Liens deemed to exist in connection with the Melody Loan Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure Indebtedness investments in repurchase agreements permitted under the Melody Loan Arbitrage Facility, if such investments were acquired by Melody with the proceeds of such Indebtednessthis Agreement;
(mt) Liens on commercial mortgage loans originated 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 owned by Melody 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 Mortgage Banking Subsidiary pursuant to of its Subsidiaries in the Melody Mortgage Warehousing Facilityordinary course of business;
(nu) any Lien existing Liens solely on any property cash earnest money deposits by the Borrower or asset any of its Subsidixxxxx xx xxxnection with any person that exists at letter of intent or purchase agreement permitted under this Agreement; and
(v) other Liens on 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 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 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 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;
(l) 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 in the ordinary course of business under Section 4-210 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon;
(o) Liens of sellers of goods to the Borrower and any Subsidiary arising under Article 2 of the UCC in effect in the relevant jurisdiction or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and 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) [intentionally omitted];
(r) Liens to secure Indebtedness of the type referred to in clause (p) of Section 6.01;
(s) Liens to secure the Existing Letters of Credit and any renewals, extensions and replacements thereof permitted pursuant to Section 6.01(o);
(t) Liens arising under or existing as a result of any federal, state or foreign securities or insurance regulatory law, or order of arrangement or agreement with any regulatory body or agency, so long as such Liens do not secure Indebtedness.
(u) 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 permitted hereunder;
(v) 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;
(w) Liens securing Indebtedness permitted pursuant to Section 6.01(h); provided any such Lien shall encumber only the rights and interests under the insurance policy that secures such Indebtedness;
(x) Liens on assets of the Borrower or any other Subsidiaryof the Subsidiaries securing Indebtedness permitted pursuant to Section 6.01(n);
(oy) Liens arising solely by virtue on assets of any statutory or common law provision relating of the HMO Subsidiaries and Insurance Subsidiaries securing Indebtedness permitted pursuant 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(s); provided, that (z) (i) such deposit account is not a dedicated cash collateral account and is not subject Liens securing Swap Obligations permitted pursuant to restrictions against access by the Borrower or any Subsidiary in excess clause (d) of those set forth by regulations promulgated by the Board Section 6.01 and (ii) such deposit account is not intended by the Borrower or any Subsidiary Liens securing letters of credit permitted pursuant to provide collateral to such depository institution; and
clause (pg) 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
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 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, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof Restatement 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 hereunderRestatement Closing 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 acquisitionacquisition (except as permitted pursuant to Section 6.02(i)), 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, mechanics', materialmen's, repairmen's or other like Liens arising arising, in the case of such other like Liens, 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 incurred, in the case of such other similar encumbrances, 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(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 10085% 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) (or if such Indebtedness exceeds such 85% limit, such Indebtedness is non-recourse to Holdings, the Borrower and the Subsidiaries) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) any Lien on any Mortgaged Property disclosed on the marked and redated title insurance commitment with respect to such Mortgaged Property delivered to the Collateral Agent on or prior to the Restatement Closing Date;
(k) Liens arising out of judgments or awards (other than any judgment that is described in clause (i) of Article VII and constitutes a Default or Event of Default thereunder) in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there it shall be have secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that proceedings for review, provided the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject Borrower shall have set aside on its books adequate reserves, in accordance with GAAP, with respect to such Liens) does not exceed $7,500,000 at any time outstanding;
(k) Liens on assets of Foreign Subsidiariesjudgment or award; 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) additional Liens on investments made by Melody in connection with the Melody Loan Arbitrage Facility property or the Melody Mortgage Warehousing Facility to secure assets securing obligations (other than Indebtedness under the Melody Loan Arbitrage Facilityfor borrowed money) not exceeding $500,000 at any time, 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 provided that, to the Melody Mortgage Warehousing Facility;
(n) extent 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 applies to any Collateral (as defined in contemplation of or in connection with any such acquisition and (ii) Security Document), such Lien does not apply to any property or assets of have priority over 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 created 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 $2,000,000Security Documents.
Appears in 1 contract
Samples: Credit Agreement (Neenah Foundry Co)
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 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 Restricted Subsidiaries existing on the date hereof and Effective Date or the Funding Date and, in each case, set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof Effective Date 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 Restricted Subsidiary or existing on any property or assets of any Person that becomes a Restricted Subsidiary after the Effective Date prior to the time such Person becomes a Restricted 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 Restricted Subsidiary, (ii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be, and any Permitted Refinancing thereof, and (iiiii) such Lien does not apply to any other property or assets of the Borrower or any Restricted Subsidiary;
(d) Liens for taxes, fees, assessments or other governmental charges Taxes not yet due or which are being contested in compliance with Section 5.035.04;
(e) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s landlords’ or other like Liens arising in the ordinary course of business and securing obligations that are not due overdue by more than 60 days and payable or which are being contested in compliance with Section 5.035.04;
(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 (in the ordinary course of business and consistent with past practice) 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, and other obligations permitted by Section 6.01(f), (g) or (h);
(hi) encumbrances on real property that would be shown on a current and accurate survey and zoning restrictions, easements, rights-of-way, restrictions covenants, restrictions, agreements, reservations, riparian rights, mineral and air rights and similar encumbrances on use of real property and other similar encumbrances incurred imposed by law, recorded in the applicable land records, or arising in the ordinary course of business which, in the aggregate, are not substantial in amount and that 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 or any of its SubsidiariesRestricted Subsidiaries and (ii) all matters shown on or referred to in loan title policies issued to the Collateral Agent and the Lenders;
(i) purchase money security interests in real property, improvements thereto or equipment assets hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Restricted 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 90 120 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 Restricted Subsidiary;
(j) judgment Liens arising out securing judgments not constituting an Event of judgments Default under Article 7 or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an securing 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 other surety bonds related to such Liens) does not exceed $7,500,000 at any time outstandingjudgments;
(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 United States of America or any department or agency thereof or any other contracting party or customer in connection with advance or progress payments or similar forms of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h)vendor financing or incentive arrangements;
(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 rights, or existing solely with respect to cash and remedies as Permitted Investments on deposit in one or more accounts maintained by any Loan Party or any Restricted Subsidiary of the Borrower, in each case granted in the ordinary course of business in favor of the bank or banks which such accounts are maintained;
(m) 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, and Liens on assets on loan, consignment or lease to deposit accounts the Borrower or other funds maintained with a creditor depository institution; providedRestricted Subsidiary in the ordinary course of business, that including UCC financing statements related to such assets;
(in) 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 intent of a Permitted Acquisition or other Investment otherwise permitted hereunder;
(o) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the Board importation of goods in the ordinary course of business;
(p) Liens securing Capital Lease Obligations permitted under Section 6.01(e);
(q) Liens on (i) insurance policies and the proceeds thereof (whether accrued or not) and rights or claims against an insurer, in each case securing insurance premium financings permitted under Section 6.01(i) and (ii) such deposit account is not intended deposits made in the ordinary course of business to secure liabilities for premiums to insurance carriers;
(r) (i) Liens in the form of licenses, leases or subleases granted or created by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, which licenses, leases or subleases do not interfere, individually or in the aggregate, in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole and (ii) rights of Persons in possession under recorded or unrecorded leases, licenses, occupancy or concession agreements and easements entered into with the Borrower or any Restricted Subsidiary in the ordinary course of business;
(s) Liens attaching to provide collateral decommissioning trust funds as may be required pursuant to such depository institutionany requirement of law; and
(pt) other Liens in respect of obligations (other than Indebtedness) on property with a fair market value an aggregate amount not in excess of to exceed $2,000,00050,000,000 at any time outstanding.
Appears in 1 contract
Samples: Credit Agreement (Huntington Ingalls Industries, Inc.)
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(e);
(j) any interest or equipment hereafter acquired (or, in the case title of improvements, constructed) by the Borrower a lessor or any Subsidiary; PROVIDED that (i) Lien encumbering 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 lessor's interest with respect to any other property or assets of lease to the Borrower or any Subsidiary;
(jk) judgment Liens arising out that do not otherwise constitute an Event of judgments or awards Default; and
(l) unperfected Liens of any vendor on inventory sold by such vendor securing the unpaid purchase price of such inventory, to the extent such Liens are stated to be reserved 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 vendor's sale documents (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 granted by separate agreement 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(hSubsidiary);
(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 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, 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 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 to deposit accounts or other funds maintained with a creditor depository institution; providedsecuring only the unpaid purchase price for such goods and related expenses;
(p) Liens in the nature of municipal ordinances, that (i) such deposit account is not a dedicated cash collateral account zoning, entitlement, land use 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 institutionenvironmental regulation; and
(pq) other Liens in respect of obligations (other than Indebtedness) on connection with the WMG Guarantee Arrangement, provided that such Liens attach only to the property with a fair market value not in excess of $2,000,000that is subject to the WMG Guarantee Arrangement.
Appears in 1 contract
Liens. CreateThe Parent will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any property or assets (including Equity Interests real or other securities personal, tangible or intangible) of Parent or any personof the 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 thereof, except:
(a) Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02acquired; provided that such the provisions of this Section 10.01 shall not prevent the creation, incurrence, assumption or existence of, or any filing in respect of, the following (Liens shall secure only those obligations described below are herein referred to as “Permitted Liens”):
(i) Liens for Taxes not overdue or Liens for Taxes being contested in good faith and 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 U.S. 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) Liens imposed by law in the ordinary course of business, 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) as carriers'’, warehousemen's’s, mechanics'contractors’, materialmen's, repairmen's or ’s and mechanics’ liens and other like similar Liens arising in the ordinary course of business business, and securing obligations that are not due and payable or which if such Liens secure amounts more than 60 days past due, such Liens are being contested in compliance good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets, subject to any such Lien for which adequate reserves have been established in accordance with Section 5.03U.S. GAAP;
(fiii) pledges Liens (x) in existence on the Closing Date which are listed, and deposits made the property subject thereto described, in Schedule 10.01(iii) and (y) Liens securing Permitted Refinancing Indebtedness in respect of any Indebtedness secured by the Liens referred to in clause (x);
(iv) (x) Liens created pursuant to the Credit Documents, (y) Liens securing Obligations (as defined in the ABL Credit Agreement) under the ABL Credit Agreement and the credit documents related thereto and incurred pursuant to Section 10.04(i)(y) and, including any Interest Rate Protection Agreements, Other Hedging Agreements and Treasury Services Agreements that are guaranteed or secured by the guarantees and security interests thereunder; provided, in the case of this clause (y), that the collateral agent under the ABL Credit Agreement shall have entered into the Intercreditor Agreement, and (z) Liens securing Refinancing Term Loans and Refinancing Notes incurred pursuant to Section 10.04(xxxi);
(v) Leases, subleases, licenses or sublicenses (including licenses or sublicenses of Intellectual Property) granted to other Persons not materially interfering with the conduct of the business of Parent or any of the Restricted Subsidiaries;
(vi) Liens (x) upon assets of Parent or any of the Restricted Subsidiaries securing Indebtedness permitted by Section 10.04(iii); provided that such Liens do not encumber any asset of Parent or any of the Restricted Subsidiaries other than the assets acquired with such Indebtedness and after-acquired property that is affixed or incorporated into such assets and proceeds and products thereof; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender on customary terms and (y) Liens securing Permitted Refinancing Indebtedness in respect of any Indebtedness secured by the Liens referred to in clause (x);
(vii) [reserved];
(viii) easements, rights-of-way, restrictions (including zoning and other land use restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances and minor title deficiencies, which in the aggregate do not materially interfere with the conduct of the business of Parent or any of the Restricted Subsidiaries;
(ix) Liens arising from precautionary UCC or other similar financing statement filings regarding leases or consignments entered into in the ordinary course of business;
(x) attachment and judgment Liens, to the extent and for so long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 11.09;
(xi) statutory and common law landlords’ liens under leases to which Parent or any of the Restricted Subsidiaries is a party;
(xii) Liens (other than Liens imposed under ERISA) incurred in the ordinary course of business in compliance connection with workmen's compensationworkers’ compensation claims, unemployment insurance and other social security laws or regulations;
(g) deposits to secure benefits and Liens securing the performance of bids, trade contracts (other than for Indebtedness)tenders, leases (other than Capital Lease Obligations)and contracts in the ordinary course of business, statutory obligations, surety and surety, stay, customs or appeal bonds, performance bonds and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations and (ii) those required or requested by any Governmental Authority other than letters of credit) incurred in the ordinary course of business;
(hxiii) zoning restrictions[reserved];
(A) Liens on property or assets acquired pursuant to a Permitted Acquisition, easementsor on property or assets of a Restricted Subsidiary in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition; provided that (x) any Indebtedness that is secured by such Liens is permitted to exist under Section 10.04, rights-and (y) such Liens are not incurred in connection with, or in contemplation or anticipation of-way, restrictions on use such Permitted Acquisition and do not attach to any other asset of real property the Parent or any Restricted Subsidiary and (B) Liens securing Permitted Refinancing Indebtedness in respect of Indebtedness in respect of any Indebtedness secured by the Liens referred to in clause (A);
(xv) deposits or pledges to secure bids, tenders, contracts (other than contracts for the repayment of borrowed money), leases, statutory obligations, surety, stay, customs and appeal bonds and other obligations of like nature (including (i) those to secure health, safety and environmental obligations and (ii) those required or requested by any Governmental Authority other than letters of credit), and as security for the payment of rent, in each case arising in the ordinary course of business;
(xvi) Liens on assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries permitted pursuant to Section 10.04;
(xvii) any interest or title of, and any Liens created by, a lessor, sublessor, licensee, sublicensee, licensor or sublicensor under any lease, sublease, license or sublicense agreement (including software and other technology licenses) in the ordinary course of business;
(xviii) Liens on property subject to Sale-Leaseback Transactions to the extent such Sale-Leaseback Transactions are permitted by Section 10.02(xii);
(xix) any encumbrances or restrictions (including, without limitation, put and call agreements) with respect to the Equity Interests of any joint venture permitted by the terms of this Agreement arising pursuant to the agreement evidencing such joint venture;
(xx) Liens in favor of any Parent or any Subsidiary Guarantor securing intercompany Indebtedness permitted by Section 10.05; provided that any Liens securing Indebtedness that is required to be subordinated pursuant to Section 10.05 shall be subordinated to the Liens created pursuant to the Security Documents;
(xxi) Liens on specific items of inventory or other goods (and proceeds thereof) 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, and pledges or deposits in the ordinary course of business;
(xxii) Liens on insurance policies and the proceeds thereof (whether accrued or not) and rights or claims against an insurer, in each case securing insurance premium financings permitted under Section 10.04(x);
(xxiii) Liens that may arise on inventory or equipment of Parent or any of the Restricted Subsidiaries in the ordinary course of business as a result of such inventory or equipment being located on premises owned by Persons other than Parent and its Restricted Subsidiaries;
(xxiv) 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;
(xxv) Liens (i) of a collection bank arising under Section 4-210 of the UCC (or similar encumbrances provisions of other applicable laws) on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business whichand (iii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;
(xxvi) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.05(ii); provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;
(xxvii) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence or issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Parent or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Parent or any Restricted Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of Parent or any of the Restricted Subsidiaries in the ordinary course of business;
(xxviii) Liens attaching solely to xxxx xxxxxxx money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Acquisition or other Investment permitted hereunder;
(xxix) other Liens to the extent securing liabilities with a principal amount not in excess of $30,000,000 in the aggregate at any time outstanding;
(xxx) Liens on Collateral securing obligations in respect of Indebtedness permitted by Section 10.04(xxvii);
(xxxi) cash deposits with respect to any Refinancing Notes or any Permitted Junior Debt or any other Indebtedness, in each case to the aggregateextent permitted by Section 10.07, are and cash deposits in connection with the Senior Secured Notes Redemption;
(xxxii) Liens on accounts receivable sold in connection with the sale or discount of accounts receivable permitted by Section 10.02(iv);
(xxxiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Parent or any Restricted Subsidiary in the ordinary course of business;
(xxxiv) 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 substantial for speculative purposes;
(xxxv) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business of Parent and its Restricted Subsidiaries complies, and (ii) any zoning or similar law or right reserved to or vested in amount and do any Governmental Authority to control or regulate the use of any real property that does not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower Parent or any of its SubsidiariesRestricted Subsidiary;
(ixxxvi) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, deposits made in the case ordinary course of improvementsbusiness to secure liability to insurance carriers;
(xxxvii) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof;
(xxxviii) so long as no Default has occurred and is continuing at the time of granting such Liens, constructedLiens on cash deposits in an aggregate amount not to exceed $15,000,000 securing any Interest Rate Protection Agreement or Other Hedging Agreement permitted hereunder;
(xxxix) by the Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Liens on Collateral securing obligations in respect of Indebtedness permitted by Section 6.01(d10.04(xxix), (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;
(jxl) customary Liens arising out granted in favor of judgments a trustee to secure fees and other amounts owing to such trustee under an indenture or awards in respect other agreement pursuant to which Indebtedness not prohibited by the indenture is issued (including the indenture under which the notes are to be issued);
(xli) leases and subleases of which Holdings, real property that do not materially interfere with the Borrower ordinary conduct of the business of Parent or any of the Subsidiaries shall Restricted Subsidiaries; and (xlii) Liens on cash or Cash Equivalents (and the related escrow accounts) in good faith be prosecuting an appeal connection with the issuance into (and pending the release from) escrow of any Refinancing Notes, any Permitted Pari Passu Notes or proceedings for review any Permitted Junior Debt. In connection with the granting of Liens of the type described in respect this Section 10.01 by Parent or any of which there the Restricted Subsidiaries, the Administrative Agent and the Collateral Agent shall be secured a subsisting stay authorized to take any actions deemed appropriate by it in connection therewith (including, without limitation, by executing appropriate lien releases or lien subordination agreements in favor of execution pending the holder or holders of such appeal Liens, in either case solely with respect to the item or proceedings; PROVIDED that the aggregate amount items of all such judgments equipment or awards (and any cash and the fair market value of any property other assets 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 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’, feescarriers’, 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'sworkmen’s, repairmen's ’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 1 contract
Samples: Revolving Credit Agreement (NextEra Energy Partners, LP)
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 Restatement 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 hereunderRestatement Closing 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, mechanics', materialmen's, repairmen'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 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(j), (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, Acquired Target Indebtedness and the Existing Target Credit Facility; 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;
(o) Liens arising solely by virtue on property and assets of any statutory or common law provision relating the Foreign Subsidiaries not constituting Collateral to bankers' liens, rights secure 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 incurred under Section 6.01(o); and
(p) other Liens in respect granted pursuant to the documentation for, or arising by operation of obligations (other than Indebtedness) on property with a fair market value not in excess of $2,000,000law under, the Escrow Account.
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Samples: Credit Agreement (Terex Corp)
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;; 53
(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.
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