Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Subsidiary to, incur, issue, assume, or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, owned or acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or the Securities Guarantees) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to: (a) Permitted Encumbrances; (b) Liens on any asset or property at the date of the indenture, provided that, (i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and (ii) such Liens shall secure only those obligations which it secures on the date of the Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that, (i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and (ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and (iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens securing Indebtedness of (i) a Subsidiary of the Company to the Company or a Guarantor, (ii) the Company to a Guarantor, or (iii) a Guarantor to the Company or another Guarantor; (e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset; (f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds; (g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or (h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that (i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and (ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 4 contracts
Samples: Fourth Supplemental Indenture (Keurig Dr Pepper Inc.), Third Supplemental Indenture (Dr Pepper Snapple Group, Inc.), Second Supplemental Indenture (Dr Pepper Snapple Group, Inc.)
Limitation on Secured Indebtedness. The Company shall will not, and shall not nor will it permit any Restricted Subsidiary to, incur, issue, assume, assume or guarantee any Secured Indebtedness if such Secured Indebtedness is secured by a Lien on any Principal upon Restricted Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning or a Restricted Subsidiary without in any Principal Propertysuch case effectively providing, owned concurrently with the issuance, assumption or acquired by guarantee of any such Secured Indebtedness, that the Company Securities of any series then or thereafter Outstanding that have the benefit of this Section 3.04 or Section 10.05 of the Base Indenture or any Subsidiary of the Company, without effectively providing that the outstanding Notes and the Securities Guarantees substantially similar covenant (together with, if the Company shall so determine, any other Indebtedness of the Company or such Restricted Subsidiary ranking equally and ratably with such Notes and then existing or thereafter created which is not subordinate to the Notes or the Securities Guaranteescreated) shall be secured by such Lien equally and ratably with (or prior to) any and all such secured Indebtedness so long as such secured Indebtedness Secured Indebtedness; provided, however, that the foregoing shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrancesany Lien on Restricted Property of any corporation if such Lien is in existence at the time such corporation becomes a Restricted Subsidiary;
(b) Liens any Lien on any asset or property Restricted Property if such Lien is in existence at the date time of the indenture, provided that,
(i) such Liens shall not apply to any other property or asset of acquisition by the Company or any a Restricted Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date of the Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofRestricted Property;
(c) Liens any Lien on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset Restricted Property to secure the payment of all or any part of the Capital Lease Obligations or purchase price (or other acquisition cost) of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company Restricted Property or to secure any Indebtedness incurred (prior to, at the time of, or within 270 days one year after, the later acquisition by the Company or a Restricted Subsidiary of such Restricted Property) for the purpose of, or in connection with, financing all or any part of the date purchase price (or other acquisition cost) thereof;
(d) any Lien on property of acquisition a corporation if such Lien was in existence prior to the time such corporation is merged into or consolidated with the Company or a Restricted Subsidiary or prior to the time of a sale, lease or other disposition of such property the properties of a corporation or asset and firm as an entirety or substantially as an entirety to the date such property Company or assets is placed a Restricted Subsidiary;
(e) any Lien securing Secured Indebtedness owing by any Restricted Subsidiary to the Company or to any other Restricted Subsidiary;
(f) any Lien on Restricted Property in servicefavor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments, or performance of any other obligations, pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect theretocost of construction of the Restricted Property subject to such Lien, or including, without limiting the generalities of the foregoing, Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company pollution control or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bondstypes of financings;
(g) any Lien on personal property (other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; orthan manufacturing equipment) that is Restricted Property;
(h) any extension, lien arising from Sale and Leaseback Transactions permitted under Section 3.05 of this First Supplemental Indenture; or
(i) any extension or renewal or replacement (including or successive extensions, renewals or replacements), as a in whole or in part, of any of the Liens enumerated Secured Indebtedness, Sale and Leaseback Transaction or any Lien referred to in clauses (a) through (g) aboveh), inclusive, of this Section 3.04; provided, however, that
that the principal amount of Secured Indebtedness (ior Attributable Debt relating to any Sale and Leaseback Transaction) secured by the Lien shall not exceed the principal amount of Secured Indebtedness (or Attributable Debt relating to any Sale and Leaseback Transaction) so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Liens are Lien shall be limited to all or a part of the same property or asset that Restricted Property which secured the Liens Lien so extended, renewed, renewed or replaced (plus improvements on such property Restricted Property). Notwithstanding the foregoing provisions of this Section 3.04, the Company or assetany one or more Restricted Subsidiaries may issue, assume or guarantee Secured Indebtedness that would (despite the provision of clauses (a) and
through (iii), inclusive, of the preceding paragraph) be subject to the foregoing restrictions in an aggregate amount which, together with the aggregate principal amount of all other such Secured Indebtedness secured of the Company and Restricted Subsidiaries outstanding at the time of such issuance, assumption or guarantee (but excluding Secured Indebtedness permitted by such Liens clauses (a) through (i), inclusive, of the preceding paragraph), does not at such time is not increasedexceed 15% of the Shareholders’ Equity of the Company as at the last day of the then most recently ended fiscal quarter of the Company for which financial statements have been filed with the Securities and Exchange Commission, as reported on the applicable consolidated balance sheet of the Company.
Appears in 2 contracts
Samples: First Supplemental Indenture (Goodyear Tire & Rubber Co /Oh/), First Supplemental Indenture (Goodyear Export Inc.)
Limitation on Secured Indebtedness. The Company shall will not, and nor shall not it permit any Restricted Subsidiary to, incur, issue, assume, guarantee or guarantee create any Secured Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, owned or acquired by the Company or any Subsidiary of the Company, without effectively providing concurrently with the incurrence, issuance, assumption, guaranty or creation of any such Secured Indebtedness that the outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate subordinated to the Notes or the Securities Guaranteesoutstanding Notes) shall be secured equally and ratably with (or prior to) such secured Indebtedness Secured Indebtedness, so long as such Secured Indebtedness will be secured by a Lien, unless, after giving effect thereto, the sum of the aggregate amount of (a) all outstanding Secured Indebtedness shall be so secured. The foregoing restrictions do of the Company and its Restricted Subsidiaries, plus (b) all Attributable Debt in respect of sale and leaseback transactions (with the exception of Attributable Debt which is excluded pursuant to clauses (1) to (6) inclusive of Section 4.04 below), plus (c) all Indebtedness of CNH Industrial Capital Canada Ltd. (other than Indebtedness of CNH Industrial Capital Canada Ltd. owed to CNH Industrial, or any Parent of CNH Industrial, or any of the Subsidiaries of CNH Industrial or any Parent of CNH Industrial) to the extent not included under (a) or (b) above, would not exceed 15% of Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries; provided, however, that this restriction will not apply to, and there will be excluded from Secured Indebtedness in any computation under this Section 4.03, Indebtedness secured by:
(a1) Permitted EncumbrancesLiens on property of any Person existing at the time such Person becomes a Subsidiary;
(b2) Liens on any asset or property existing at the date time of acquisition thereof or incurred within 180 days of the indenturetime of acquisition thereof (including, provided that,
(iwithout limitation, acquisition through merger or consolidation) such Liens shall not apply to any other property or asset of by the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date of the Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofRestricted Subsidiary;
(c3) Liens on any asset property hereafter acquired (or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with constructed) by the Company or any Restricted Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company or to secure any Indebtedness incurred created prior to, at the time of, or within 270 days afterafter such acquisition (including, without limitation, acquisition through merger or consolidation) (or the later of the date of acquisition or lease completion of such property construction or asset and the date commencement of commercial operation of such property property, whichever is later) to secure or assets is placed in service, provide for the purpose payment of financing all or any part of the purchase price thereof (or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or assetconstruction price) thereof;
(f4) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property in favor of the Company or any Subsidiary Restricted Subsidiary;
(5) Liens in favor of the United States of America, any State thereof or the District of Columbia, or any agency, department or other instrumentality thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute;
(6) Liens incurred or assumed in connection with the issuance of revenue bonds the interest on which is exempt from Federal income taxation pursuant to Section 103(a) of the Internal Revenue Code of 1954, as amended;
(7) Liens securing the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, the obtaining of advances or credit or the securing of Indebtedness, if made and continuing in the ordinary course of business;
(8) Liens under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts or deposits to secure public or statutory obligations of the Company or any Restricted Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which were the Company or any Restricted Subsidiary is a party or in lieu of such bonds, or pledges or deposits for similar purposes in the ordinary course of business, or Liens imposed by law, such as laborers’ or other employees’, carriers’, warehousemen’s, mechanics’, materialmen’s and vendors’ Liens and Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary at the time shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review, or Liens for taxes not incurred in connection with borrowing money or obtaining advances or credits yet subject to penalties for nonpayment or the acquisition amount or validity of property or assets and in the aggregate do not materially impair the use of any property or assets or which are is being contested in good faith contested by appropriate proceedings by the Company or such any Restricted Subsidiary, as the case may be, or minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions or Liens as to the use of real properties, which Liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the good faith opinion of the Governing Body of the Company, in the aggregate materially detract from the value of said properties or materially impair their use in the operation of the business of the Company and its Restricted Subsidiaries;
(9) Liens (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Subsidiaries in the ordinary course of business;
(10) Liens relating to collateral provided to any counterparty of the Company or any of its Subsidiaries in connection with any Hedging Transaction; or
(h11) any extension, renewal renewal, refunding or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increasedforegoing.
Appears in 2 contracts
Samples: Indenture (CNH Industrial Capital LLC), Indenture (CNH Industrial Capital LLC)
Limitation on Secured Indebtedness. The Company shall will not, and shall not nor will it permit any Restricted Subsidiary to, incur, issue, assume, assume or guarantee any Secured Indebtedness if such Secured Indebtedness is secured by a Lien on any Principal upon Restricted Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning or a Restricted Subsidiary without in any Principal Propertysuch case effectively providing, owned concurrently with the issuance, assumption or acquired by the Company or guarantee of any Subsidiary of the Companysuch Secured Indebtedness, without effectively providing that the Securities of any series then or thereafter outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Restricted Subsidiary ranking equally and ratably with such Securities and then existing or thereafter created which is not subordinate to the Notes or the Securities Guaranteescreated) shall be secured by such Lien equally and ratably with (or prior to) any and all such secured Indebtedness so long as such secured Indebtedness Secured Indebtedness; provided, however, that the foregoing shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrancesany Lien on Restricted Property of any corporation if such Lien is in existence at the time such corporation becomes a Restricted Subsidiary;
(b) Liens any Lien on any asset or property Restricted Property if such Lien is in existence at the date time of the indenture, provided that,
(i) such Liens shall not apply to any other property or asset of acquisition by the Company or any a Restricted Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date of the Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofRestricted Property;
(c) Liens any Lien on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset Restricted Property to secure the payment of all or any part of the Capital Lease Obligations or purchase price (or other acquisition cost) of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company Restricted Property or to secure any Indebtedness incurred (prior to, at the time of, or within 270 days one year after, the later acquisition by the Company or a Restricted Subsidiary of such Restricted Property) for the purpose of, or in connection with, financing all or any part of the date purchase price (or other acquisition cost) thereof;
(d) any Lien on property of acquisition a corporation if such Lien was in existence prior to the time such corporation is merged into or consolidated with the Company or a Restricted Subsidiary or prior to the time of a sale, lease or other disposition of such property the properties of a corporation or asset and firm as an entirety or substantially as an entirety to the date such property Company or assets is placed a Restricted Subsidiary;
(e) any Lien securing Secured Indebtedness owing by any Restricted Subsidiary to the Company or to any other Restricted Subsidiary;
(f) any Lien on Restricted Property in servicefavor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments, or performance of any other obligations, pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect theretocost of construction of the Restricted Property subject to such Lien, or including, without limiting the generalities of the foregoing, Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company pollution control or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bondstypes of financings;
(g) any Lien on personal property (other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiarythan manufacturing equipment); or
(h) any extension, extension or renewal or replacement (including or successive extensions, renewals or replacements), as a in whole or in part, of any of the Liens enumerated Secured Indebtedness or any Lien referred to in clauses (a) through (g) above), inclusive, of this Section 10.05; provided, however, that
(i) that the principal amount of Secured Indebtedness secured by the Lien shall not exceed the principal amount of Secured Indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Liens are Lien shall be limited to all or a part of the same property or asset that Restricted Property which secured the Liens Lien so extended, renewed, renewed or replaced (plus improvements on such property Restricted Property). Notwithstanding the foregoing provisions of this Section 10.05, the Company or assetany one or more Restricted Subsidiaries may issue, assume or guarantee Secured Indebtedness that would (but for the provision of clauses (a) and
through (iih), inclusive, of the preceding paragraph) otherwise be subject to the foregoing restrictions in an aggregate amount which, together with the aggregate principal amount of all other such Secured Indebtedness secured of the Company and Restricted Subsidiaries outstanding at the time of such issuance, assumption or guarantee (but excluding Secured Indebtedness permitted by such Liens clauses (a) through (h), inclusive, of the preceding paragraph), does not at such time is not increasedexceed 15% of the Shareholders' Equity of the Company as at the last day of the then most recently ended fiscal quarter of the Company, as reported on the applicable consolidated balance sheet of the Company.
Appears in 2 contracts
Samples: Indenture (Goodyear Tire & Rubber Co /Oh/), Indenture (Goodyear Tire & Rubber Co /Oh/)
Limitation on Secured Indebtedness. The Company shall will not, and shall not nor will it permit any Restricted Subsidiary to, incur, issue, assume, assume or guarantee any Secured Indebtedness if such Secured Indebtedness is secured by a Lien on any Principal upon Restricted Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning or a Restricted Subsidiary without in any Principal Propertysuch case effectively providing, owned concurrently with the issuance, assumption or acquired by the Company or guarantee of any Subsidiary of the Companysuch Secured 44 52 Indebtedness, without effectively providing that the Securities of any series then or thereafter outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Restricted Subsidiary ranking equally and ratably with such Securities and then existing or thereafter created which is not subordinate to the Notes or the Securities Guaranteescreated) shall be secured by such Lien equally and ratably with (or prior to) any and all such secured Indebtedness so long as such secured Indebtedness Secured Indebtedness; provided, however, that the foregoing shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrancesany Lien on Restricted Property of any corporation if such Lien is in existence at the time such corporation becomes a Restricted Subsidiary;
(b) Liens any Lien on any asset or property Restricted Property if such Lien is in existence at the date time of the indenture, provided that,
(i) such Liens shall not apply to any other property or asset of acquisition by the Company or any a Restricted Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date of the Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofRestricted Property;
(c) Liens any Lien on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset Restricted Property to secure the payment of all or any part of the Capital Lease Obligations or purchase price (or other acquisition cost) of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company Restricted Property or to secure any Indebtedness incurred (prior to, at the time of, or within 270 days one year after, the later acquisition by the Company or a Restricted Subsidiary of such Restricted Property) for the purpose of, or in connection with, financing all or any part of the date purchase price (or other acquisition cost) thereof;
(d) any Lien on property of acquisition a corporation if such Lien was in existence prior to the time such corporation is merged into or consolidated with the Company or a Restricted Subsidiary or prior to the time of a sale, lease or other disposition of such property the properties of a corporation or asset and firm as an entirety or substantially as an entirety to the date such property Company or assets is placed a Restricted Subsidiary;
(e) any Lien securing Secured Indebtedness owing by any Restricted Subsidiary to the Company or to any other Restricted Subsidiary;
(f) any Lien on Restricted Property in servicefavor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments, or performance of any other obligations, pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect theretocost of construction of the Restricted Property subject to such Lien, or including, without limiting the generalities of the foregoing, Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company pollution control or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bondstypes of financings;
(g) any Lien on personal property (other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiarythan manufacturing equipment); or
(h) any extension, extension or renewal or replacement (including or successive extensions, renewals or replacements), as a in whole or in part, of any of the Liens enumerated Secured Indebtedness or any Lien referred to in clauses (a) through (g) above), inclusive, of this Section 10.05; provided, however, that
(i) that the principal amount of Secured Indebtedness secured by the Lien shall not exceed the principal amount of Secured Indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Liens are Lien shall be limited to all or a part of the same property or asset that Restricted Property which secured the Liens Lien so extended, renewed, renewed or replaced (plus improvements on such property Restricted Property). Notwithstanding the foregoing provisions of this Section 10.05, the Company or assetany one or more Restricted Subsidiaries may issue, assume or guarantee Secured Indebtedness that would (but for the provision of clauses (a) and
through (iih), inclusive, of the preceding paragraph) otherwise be subject to the foregoing restrictions in an aggregate amount which, together with the aggregate principal amount of all other such Secured Indebtedness secured of the Company and Restricted Subsidiaries outstanding at the time of such issuance, assumption or guarantee (but excluding Secured Indebtedness permitted by such Liens clauses (a) through (h), inclusive, of the preceding paragraph), does not at such time is not increasedexceed 15% of the Shareholders' Equity of the Company as at the last day of the then most recently ended fiscal quarter of the Company, as reported on the applicable consolidated balance sheet of the Company.
Appears in 2 contracts
Samples: Indenture (Goodyear Tire & Rubber Co /Oh/), Indenture (Goodyear Tire & Rubber Co /Oh/)
Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Subsidiary to, incur, issue, assume, or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, owned or acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or the Securities Guarantees) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens on any asset or property at the date of the indentureFirst Supplemental Indenture, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures they secure on the date of the First Supplemental Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming an obligor under the Indenture, or becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures they secure on the date that such corporation or other Person becomes a an obligor under the Notes, Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) the Company or a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets asset is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 1 contract
Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Subsidiary to, incur, issue, assume, or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, owned or acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or the Securities Guarantees) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens on any asset or property at the date of the indentureEleventh Supplemental Indenture, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures they secure on the date of the Eleventh Supplemental Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming an obligor under the Indenture, or becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures they secure on the date that such corporation or other Person becomes a an obligor under the Notes, Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) the Company or a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets asset is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 1 contract
Limitation on Secured Indebtedness. The Company shall will not, and shall not nor will it permit any Restricted Subsidiary to, incur, issue, assume, assume or guarantee any Secured Indebtedness if such Secured Indebtedness is secured by a Lien on any Principal upon Restricted Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning or a Restricted Subsidiary without in any Principal Propertysuch case effectively providing, owned concurrently with the issuance, assumption or acquired by the Company or guarantee of any Subsidiary of the Companysuch Secured Indebtedness, without effectively providing that the Securities of any series then or thereafter outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Restricted Subsidiary ranking equally and ratably with such Securities and then existing or thereafter created which is not subordinate to the Notes or the Securities Guaranteescreated) shall be secured by such Lien equally and ratably with (or prior to) any and all such secured Indebtedness so long as such secured Indebtedness Secured Indebtedness; provided, however, that the foregoing shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrancesany Lien on Restricted Property of any corporation if such Lien is in existence at the time such corporation becomes a Restricted Subsidiary;
(b) Liens any Lien on any asset or property Restricted Property if such Lien is in existence at the date time of the indenture, provided that,
(i) such Liens shall not apply to any other property or asset of acquisition by the Company or any a Restricted Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date of the Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofRestricted Property;
(c) Liens any Lien on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset Restricted Property to secure the payment of all or any part of the Capital Lease Obligations or purchase price (or other acquisition cost) of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company Restricted Property or to secure any Indebtedness incurred (prior to, at the time of, or within 270 days one year after, the later of acquisition by the date of acquisition Company or lease a Restricted Subsidiary of such property or asset and the date such property or assets is placed in service, Restricted Property) for the purpose of of, or in connection with, financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bondsacquisition cost) thereof;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 1 contract
Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Subsidiary to, incur, issue, assume, or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, whether now owned or hereafter acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes Notes, the Parent Guarantee, if any, and the Securities Guarantees Subsidiary Guarantees, if any (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or Notes, the Securities Parent Guarantee, if any, and the Subsidiary Guarantees, if any) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens on any asset or property at the Issue Date or, upon consummation of the Transactions, the Escrow Merger and the Assumption, at the date of the indentureAssumption, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the Issue Date or, upon the consummation of the Transactions, the Escrow Merger and the Assumption, at the date of the Indenture Assumption, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company Company, or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming an obligor under this Fifth Supplemental Indenture, or becoming a Subsidiary of the Company Company, or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes an obligor under the Notes, a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Subsidiary Guarantor,
(ii) the Company to a Subsidiary Guarantor, or
(iii) the Company or a Subsidiary Guarantor to the Company or another Subsidiary Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company Company, or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such SubsidiarySubsidiary of the Company, as applicable; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) ), and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Keurig Dr Pepper Inc.)
Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Subsidiary to, incur, issue, assume, or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, whether now owned or hereafter acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes Notes, the Parent Guarantee, if any, and the Securities Guarantees Subsidiary Guarantees, if any (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or Notes, the Securities Parent Guarantee, if any, and the Subsidiary Guarantees, if any) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens on any asset or property at the Issue Date or, upon consummation of the Transactions, the Escrow Merger and the Assumption, at the date of the indentureAssumption, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the Issue Date or, upon the consummation of the Transactions, the Escrow Merger and the Assumption, at the date of the Indenture Assumption, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company Company, or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming an obligor under this Third Supplemental Indenture, or becoming a Subsidiary of the Company Company, or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes an obligor under the Notes, a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Subsidiary Guarantor,
(ii) the Company to a Subsidiary Guarantor, or
(iii) the Company or a Subsidiary Guarantor to the Company or another Subsidiary Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company Company, or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such SubsidiarySubsidiary of the Company, as applicable; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) ), and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 1 contract
Samples: Third Supplemental Indenture (Keurig Dr Pepper Inc.)
Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Subsidiary to, incur, issue, assume, or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, whether now owned or hereafter acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes Notes, the Parent Guarantee, if any, and the Securities Guarantees Subsidiary Guarantees, if any (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or Notes, the Securities Parent Guarantee, if any, and the Subsidiary Guarantees, if any) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens on any asset or property at the Issue Date or, upon consummation of the Transactions, the Escrow Merger and the Assumption, at the date of the indentureAssumption, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the Issue Date or, upon the consummation of the Transactions, the Escrow Merger and the Assumption, at the date of the Indenture Assumption, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company Company, or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming an obligor under this Fourth Supplemental Indenture, or becoming a Subsidiary of the Company Company, or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes an obligor under the Notes, a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Subsidiary Guarantor,
(ii) the Company to a Subsidiary Guarantor, or
(iii) the Company or a Subsidiary Guarantor to the Company or another Subsidiary Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company Company, or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such SubsidiarySubsidiary of the Company, as applicable; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) ), and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Keurig Dr Pepper Inc.)
Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Subsidiary to, incur, issue, assume, or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, owned or acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or the Securities Guarantees) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens on any asset or property at the date of the indenture, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures they secure on the date of the Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures they secure on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 1 contract
Samples: Supplemental Indenture (Dr Pepper Snapple Group, Inc.)
Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Subsidiary to, incur, issue, assume, or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, owned or acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or the Securities Guarantees) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens on any asset or property at the date of the indentureNinth Supplemental Indenture, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures they secure on the date of the Ninth Supplemental Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures they secure on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets asset is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 1 contract
Samples: Supplemental Indenture (Dr Pepper Snapple Group, Inc.)
Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Subsidiary to, incur, issue, assume, or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, whether now owned or hereafter acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes Notes, the Parent Guarantee, if any, and the Securities Guarantees Subsidiary Guarantees, if any (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or Notes, the Securities Parent Guarantee, if any, and the Subsidiary Guarantees, if any) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens on any asset or property at the Issue Date or, upon consummation of the Transactions, the Escrow Merger and the Assumption, at the date of the indentureAssumption, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the Issue Date or, upon the consummation of the Transactions, the Escrow Merger and the Assumption, at the date of the Indenture Assumption, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company Company, or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming an obligor under this Sixth Supplemental Indenture, or becoming a Subsidiary of the Company Company, or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes an obligor under the Notes, a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Subsidiary Guarantor,
(ii) the Company to a Subsidiary Guarantor, or
(iii) the Company or a Subsidiary Guarantor to the Company or another Subsidiary Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company Company, or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such SubsidiarySubsidiary of the Company, as applicable; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) ), and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 1 contract
Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Subsidiary to, incur, issue, assume, or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, owned or acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or the Securities Guarantees) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens on any asset or property at the date of the indentureTenth Supplemental Indenture, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures they secure on the date of the Tenth Supplemental Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming an obligor under the Indenture, or becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures they secure on the date that such corporation or other Person becomes a an obligor under the Notes, Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) the Company or a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets asset is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 1 contract
Limitation on Secured Indebtedness. The Company shall will not, and shall not nor will it permit any Restricted Subsidiary to, incur, issue, assume, assume or guarantee any Secured Indebtedness if such Secured Indebtedness is secured by a Lien on any Principal upon Restricted Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning or a Restricted Subsidiary without in any Principal Propertysuch case effectively providing, owned concurrently with the issuance, assumption or acquired by the Company or guarantee of any Subsidiary of the Companysuch Secured Indebtedness, without effectively providing that the Securities of any series then or thereafter outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Restricted Subsidiary ranking equally and ratably with such Securities and then existing or thereafter created which is not subordinate to the Notes or the Securities Guaranteescreated) shall be secured by such Lien equally and ratably with (or prior to) any and all such secured Indebtedness so long as such secured Indebtedness Secured Indebtedness; provided, however, that the foregoing shall be so secured. The foregoing restrictions do not apply to:: 44 52
(a) Permitted Encumbrancesany Lien on Restricted Property of any corporation if such Lien is in existence at the time such corporation becomes a Restricted Subsidiary;
(b) Liens any Lien on any asset or property Restricted Property if such Lien is in existence at the date time of the indenture, provided that,
(i) such Liens shall not apply to any other property or asset of acquisition by the Company or any a Restricted Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date of the Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofRestricted Property;
(c) Liens any Lien on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset Restricted Property to secure the payment of all or any part of the Capital Lease Obligations or purchase price (or other acquisition cost) of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company Restricted Property or to secure any Indebtedness incurred (prior to, at the time of, or within 270 days one year after, the later of acquisition by the date of acquisition Company or lease a Restricted Subsidiary of such property or asset and the date such property or assets is placed in service, Restricted Property) for the purpose of of, or in connection with, financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bondsacquisition cost) thereof;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 1 contract
Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Subsidiary to, incur, issue, assume, or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, owned or acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or the Securities Guarantees) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens on any asset or property at the date of the indentureSeventh Supplemental Indenture, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures they secure on the date of the Seventh Supplemental Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures they secure on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets asset is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 1 contract
Samples: Seventh Supplemental Indenture (Dr Pepper Snapple Group, Inc.)
Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Subsidiary of its Subsidiaries to, incur, issue, assume, assume or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, whether now owned or hereafter acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes and the Securities Subsidiary Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or the Securities Subsidiary Guarantees) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens on any asset or property existing at the date of the indenturethis Indenture, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date of the this Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person existing at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
that (i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 1 contract
Limitation on Secured Indebtedness. The Company shall will not, and shall will not permit any Restricted Subsidiary toto create, incur, issue, assume, incur or guarantee assume any Secured Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of unless the Company owning any Principal Property, owned or acquired by the Company or any Subsidiary of the Company, without effectively providing that the Debt Securities then outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or the Securities Guarantees) shall be secured are equally and ratably secured, with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply tothe following exceptions:
(a1) Permitted Encumbrances;
(b) Liens on any asset or property Secured Indebtedness existing at the date of the indenture, provided thatthis Indenture,
(i2) any Indebtedness of a corporation in existence at the time such Liens shall not apply to corporation becomes a Restricted Subsidiary,
(3) any other property or asset After-Acquired Indebtedness,
(4) any Intercompany Indebtedness secured in favor of the Company or any Restricted Subsidiary,
(5) any Indebtedness deemed to be Secured Indebtedness by virtue of any of the following liens or charges which are not yet due or are payable without penalty or of which the amount, applicability or validity is being contested in good faith by appropriate proceedings and for which the Company or Restricted subsidiary shall have set aside on its books reserves which it deems to be adequate with respect thereto:
(A) liens for taxes, assessments or other governmental charges,
(B) security given in the ordinary course of business to any governmental agency or other body approved by law or governmental regulation in order to allow the Company or Restricted Subsidiary to maintain self-insurance, or to participate in any fund or participate in any benefits in connection with workmen's compensation, unemployment insurance, old age pensions or other social security, or for any other purpose at any time required by law or governmental regulation as a condition to the transaction of business or the exercise of any privilege or license,
(C) any encumbrances consisting of zoning restrictions, exceptions, easements, leases or other like restrictions on the use of real property which do not materially impair the use or such property,
(D) mechanic's, carrier's workmen's, warehouseman's landlord's or other like liens arising in the ordinary course of business, including liens incident to construction, and the normal extension of trade credit by equipment manufacturers and dealers,
(E) any inchoate liens arising under the Employee Retirement Income Security Act of 1974, as amended, to secure any contingent liability of the Company (other than the proceeds or products of the property or asset originally subject to such Liens)a Restricted Subsidiary, and
(iiF) such Liens shall secure only those obligations which it secures on the date of the Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company liens incidental to the Company conduct of business or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) a Guarantor to the Company or another Guarantor;
(e) Liens on any ownership of property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with the borrowing of money or obtaining advances or credits or the acquisition of property or assets and which do not in the aggregate do not materially detract from the value of the property or assets, taken as a whole, of the Company or any of its Restricted Subsidiaries, or materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; orthereof,
(h6) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, thatindustrial revenue bond Indebtedness,
(i7) such extensionany Real Property Indebtedness,
(8) any Leasing Indebtedness not to exceed a total of 10% of Consolidated Net Tangible Assets, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and
(ii9) the principal amount all other Secured Indebtedness (in addition to that otherwise permitted in paragraphs (1) to (8) above) plus additional Leasing Indebtedness (in addition to that in (8) above) not to exceed a total of Indebtedness secured by such Liens at such time is not increased20% of Consolidated Net Tangible Assets.
Appears in 1 contract
Samples: Indenture (Ryder System Inc)
Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Subsidiary to, incur, issue, assume, or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, whether now owned or hereafter acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes Notes, the Parent Guarantee, if any, and the Securities Guarantees Subsidiary Guarantees, if any (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or Notes, the Securities Parent Guarantee, if any, and the Subsidiary Guarantees, if any) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens on any asset or property at the Issue Date or, upon consummation of the Transactions, the Escrow Merger and the Assumption, at the date of the indentureAssumption, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the Issue Date or, upon the consummation of the Transactions, the Escrow Merger and the Assumption, at the date of the Indenture Assumption, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company Company, or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming an obligor under this Second Supplemental Indenture, or becoming a Subsidiary of the Company Company, or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes an obligor under the Notes, a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Subsidiary Guarantor,
(ii) the Company to a Subsidiary Guarantor, or
(iii) the Company or a Subsidiary Guarantor to the Company or another Subsidiary Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company Company, or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such SubsidiarySubsidiary of the Company, as applicable; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) ), and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 1 contract
Samples: Second Supplemental Indenture (Keurig Dr Pepper Inc.)
Limitation on Secured Indebtedness. The Company shall will not, and nor shall not it permit any Restricted Subsidiary to, incur, issue, assume, guarantee or guarantee create any Secured Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, owned or acquired by the Company or any Subsidiary of the Company, without effectively providing concurrently with the incurrence, issuance, assumption, guaranty or creation of any such Secured Indebtedness that the outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate subordinated to the Notes or the Securities Guaranteesoutstanding Notes) shall be secured equally and ratably with (or prior to) such secured Indebtedness Secured Indebtedness, so long as such Secured Indebtedness will be secured by a Lien, unless, after giving effect thereto, the sum of the aggregate amount of (a) all outstanding Secured Indebtedness shall be so secured. The foregoing restrictions do of the Company and its Restricted Subsidiaries, plus (b) all Attributable Debt in respect of sale and leaseback transactions (with the exception of Attributable Debt which is excluded pursuant to clauses (1) to (6) inclusive of Section 4.04 below), plus (c) all Indebtedness of CNH Capital Canada Ltd. (other than Indebtedness of CNH Capital Canada Ltd. owed to CNH Industrial, or any Parent of CNH Industrial, or any of the Subsidiaries of CNH Industrial or any Parent of CNH Industrial) to the extent not included under (a) or (b) above, would not exceed 15% of Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries; provided, however, that this restriction will not apply to, and there will be excluded from Secured Indebtedness in any computation under this Section 4.03, Indebtedness secured by:
(a1) Permitted EncumbrancesLiens on property of any Person existing at the time such Person becomes a Subsidiary;
(b2) Liens on any asset or property existing at the date time of acquisition thereof or incurred within 180 days of the indenturetime of acquisition thereof (including, provided that,
(iwithout limitation, acquisition through merger or consolidation) such Liens shall not apply to any other property or asset of by the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date of the Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofRestricted Subsidiary;
(c3) Liens on any asset property hereafter acquired (or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with constructed) by the Company or any Restricted Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company or to secure any Indebtedness incurred created prior to, at the time of, or within 270 days afterafter such acquisition (including, without limitation, acquisition through merger or consolidation) (or the later of the date of acquisition or lease completion of such property construction or asset and the date commencement of commercial operation of such property property, whichever is later) to secure or assets is placed in service, provide for the purpose payment of financing all or any part of the purchase price thereof (or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or assetconstruction price) thereof;
(f4) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property in favor of the Company or any Subsidiary Restricted Subsidiary;
(5) Liens in favor of the United States of America, any State thereof or the District of Columbia, or any agency, department or other instrumentality thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute;
(6) Liens incurred or assumed in connection with the issuance of revenue bonds the interest on which is exempt from Federal income taxation pursuant to Section 103(a) of the Internal Revenue Code of 1954, as amended;
(7) Liens securing the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, the obtaining of advances or credit or the securing of Indebtedness, if made and continuing in the ordinary course of business;
(8) Liens under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts or deposits to secure public or statutory obligations of the Company or any Restricted Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which were the Company or any Restricted Subsidiary is a party or in lieu of such bonds, or pledges or deposits for similar purposes in the ordinary course of business, or Liens imposed by law, such as laborers’ or other employees’, carriers’, warehousemen’s, mechanics’, materialmen’s and vendors’ Liens and Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary at the time shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review, or Liens for taxes not incurred in connection with borrowing money or obtaining advances or credits yet subject to penalties for nonpayment or the acquisition amount or validity of property or assets and in the aggregate do not materially impair the use of any property or assets or which are is being contested in good faith contested by appropriate proceedings by the Company or such any Restricted Subsidiary, as the case may be, or minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions or Liens as to the use of real properties, which Liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the good faith opinion of the Governing Body of the Company, in the aggregate materially detract from the value of said properties or materially impair their use in the operation of the business of the Company and its Restricted Subsidiaries;
(9) Liens (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Subsidiaries in the ordinary course of business;
(10) Liens relating to collateral provided to any counterparty of the Company or any of its Subsidiaries in connection with any Hedging Transaction; or
(h11) any extension, renewal renewal, refunding or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increasedforegoing.
Appears in 1 contract
Samples: Indenture (CNH Capital LLC)
Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Neither the Corporation nor a Subsidiary to, incur, will issue, assume, assume or guarantee any Indebtedness secured by a Lien on any Principal Property property or on asset at any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, time owned or acquired by the Company or any Subsidiary of the Companyit, without effectively providing that securing, prior to or concurrently with the outstanding Notes and the Securities Guarantees (together withissuance, if the Company shall so determineassumption or guarantee of any such Indebtedness, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or the Securities Guarantees) shall be secured equally and ratably with (or or, at the Corporation's option, in a prior position to) such secured Indebtedness so long as such secured Indebtedness shall be so securedIndebtedness. The foregoing restrictions do described restriction does not apply toto or prevent the creation of:
(a1) Permitted Encumbrances;
(b) existing Liens on any asset or property at the date of the indenture, provided that,
(i) such Liens shall not apply to any other property or asset Indebtedness of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations a Person which it secures on the date of the Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company Corporation or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of provided that the Company or such merger or consolidation and shall Liens do not apply to any other property theretofore owned by the Corporation;
(2) any Lien existing on the effective date of this Indenture, and, if the corporation purchases in fee real property and acquires or asset constructs improvements thereon to be used by the Corporation as office space, a Lien on such real property and improvements to secure Indebtedness incurred for the purchase of such real property and improvements, so long as such Lien is limited to such real property and improvements and such Indebtedness does not exceed 75% of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount purchase price thereof;
(d3) Liens securing Indebtedness of
(i) a Subsidiary of on moneys or U.S. Government Obligations deposited with the Company Trustee pursuant to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) a Guarantor to the Company or another Guarantorprovisions of this Indenture summarized under Article 9 hereof;
(e4) Liens on any property (which term for purposes of this Subsection 5.07(4) shall include conditional sale agreements or asset to secure other title retention agreements and leases in the payment nature of all title retention agreements) upon motor vehicles or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset office equipment acquired by the Company Corporation or a Subsidiary after the effective date of this Indenture, under credit terms customarily extended to purchasers by the manufacturers or other sellers, provided that no such Lien shall extend to or cover any property of the Company or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets is placed in service, for the purpose of financing all Corporation or any part of Subsidiary, as the purchase price thereof or Capital Lease Obligations with respect theretocase may be, or Liens to secure any Indebtedness incurred for other than the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or assetthen being acquired;
(f5) Liens securing industrial revenue bondsfor the sole purpose of extending, pollution control bonds renewing or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred replacing, in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any Liens securing Indebtedness of the Liens enumerated type referred to in clauses (athe foregoing Subsections 5.07(1) through (g4) above; , provided, however, that
(i) that the principal amount of the Indebtedness so secured at the time of such extension, renewal or replacement Liens are shall not be increased and that such extension, renewal or replacement shall be limited to all or part of the same property or asset that Indebtedness which secured the Liens Lien so extended, renewed, renewed or replaced (plus improvements on such property or asset) andproperty);
(ii6) Liens for taxes or assessments or other governmental charges or levies not yet due and payable;
(7) Materialmen's, mechanics', workmen's, repairmen's or other like Liens arising in the ordinary course of business so long as the obligations giving rise to such Liens are satisfied in a timely manner;
(8) Liens created by or existing from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings, and as to which execution is effectively stayed; or
(9) Liens to secure Indebtedness having an outstanding principal amount balance aggregating not more than $5,000,000 exclusive of Indebtedness secured by described in the foregoing Subsections 5.07
(1) through (8) above. The Corporation further covenants that it will not incur any such Liens at such time is not increasedLien unless the instruments and collateral documents equally and ratably securing the Notes comply with the requirements of this Section.
Appears in 1 contract
Samples: Indenture (Delta Natural Gas Co Inc)
Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Neither the Corporation nor a Subsidiary to, incur, will issue, assume, assume or guarantee any Indebtedness secured by a Lien on any Principal Property property or on asset at any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, time owned or acquired by the Company or any Subsidiary of the Companyit, without effectively providing that securing, prior to or concurrently with the outstanding Notes and issuance, assumption or guarantee of any such Indebtedness, the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or the Securities Guarantees) shall be secured Debentures equally and ratably with (or or, at the Corporation's option, in a prior position to) such secured Indebtedness so long as such secured Indebtedness shall be so securedIndebtedness. The foregoing restrictions do described restriction does not apply toto or prevent the creation of:
(a1) Permitted Encumbrances;
(b) existing Liens on any asset or property at the date of the indenture, provided that,
(i) such Liens shall not apply to any other property or asset Indebtedness of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations a Person which it secures on the date of the Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company Corporation or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of provided that the Company or such merger or consolidation and shall Liens do not apply to any other property theretofore owned by the Corporation;
(2) any Lien existing on the effective date of this Indenture, and, if the Corporation purchases in fee real property and acquires or asset constructs improvements thereon to be used by the Corporation as office space, a Lien on such real property and improvements to secure Indebtedness incurred for the purchase of such real property and improvements, so long as such Lien is limited to such real property and improvements and such Indebtedness does not exceed 75% of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount purchase price thereof;
(d3) Liens securing Indebtedness ofon moneys or U.S. Government Obligations deposited with the Trustee pursuant to the provisions of this Indenture summarized under Article 9 hereof:
(i4) Liens (which term for purposes of this Subsection 5.07 (4) shall include conditional sale agreements or other title retention agreements and leases in the nature of title retention agreements) upon motor vehicles or office equipment acquired by the Corporation or a Subsidiary after the effective date of this Indenture, under credit terms customarily extended to purchasers by the manufacturers or other sellers, provided that no such Lien shall extend to or cover any property of the Company to Corporation or any Subsidiary, as the Company or a Guarantor,
(ii) case may be, other than the Company to a Guarantor, or
(iii) a Guarantor to the Company or another Guarantorproperty then being acquired;
(e5) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets is placed in service, for the sole purpose of financing all extending, renewing or any part of the purchase price thereof or Capital Lease Obligations with respect theretoreplacing, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any Liens securing Indebtedness of the Liens enumerated type referred to in clauses the foregoing Subsections 5.07 (a1) through (g4) above; , provided, however, that
(i) that the principal amount of the Indebtedness so secured at the time of such extension, renewal or replacement Liens are shall not be increased and that such extension, renewal or replacement shall be limited to all or part of the same property or asset that Indebtedness which secured the Liens Lien so extended, renewed, renewed or replaced (plus improvements on such property or asset) andproperty);
(ii6) Liens for taxes or assessments or other governmental charges or levies not yet due and payable;
(7) Materialmen's, mechanics', workmen's, repairmen's or other like Liens arising in the ordinary course of business so long as the obligations giving rise to such Liens are satisfied in a timely manner;
(8) Liens created by or existing from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings, and as to which execution is effectively stayed; or
(9) Liens to secure Indebtedness having an outstanding principal amount balance aggregating not more than $5,000,000 exclusive of Indebtedness secured described in the foregoing Subsections 5.07
(1) through (8) above. The Corporation further covenants that it will not incur any such Lien unless the instruments and collateral documents equally and ratably securing the Debentures are approved by the Trustee, and in the opinion of independent counsel selected by the Trustee, the transaction creating such Liens at such time is not increasedLien complies with the requirements of this Section.
Appears in 1 contract
Samples: Indenture (Delta Natural Gas Co Inc)
Limitation on Secured Indebtedness. The Company shall will not, and shall will not permit any Subsidiary to, create, incur, issueassume or suffer to exist any Indebtedness or other liabilities or obligations, assumewhether matured or unmatured, liquidated or unliquidated, direct or contingent, or guarantee joint or several, which are secured by, or have the benefit of, any Lien except Indebtedness secured by a Lien or having the benefit of, or in respect of:
(i) Liens outstanding on the Closing Date described in Part 6.4(a)(vi) of Annex 4 hereto;
(ii) purchase money Liens or purchase money security interests upon or in any Principal Property fixed assets acquired or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, owned or acquired held by the Company or any Subsidiary in the ordinary course of the Company, without effectively providing that the outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or the Securities Guarantees) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens on any asset or property at the date of the indenture, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date of the Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset business to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company fixed assets or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred solely for the purpose of financing the cost to the Company or a Subsidiary acquisition of the Company of construction, alteration or improvement to such acquired property or assetfixed assets;
(fiii) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bondssecurity interests existing on fixed assets at the time of their acquisition;
(giv) any other Liens incidental to construction or maintenance and security interests on previously acquired fixed assets, the Fair Market Value of which assets does not exceed by more than one hundred percent (100%) the amount of Indebtedness secured thereby, all as determined by the Required Holders, in their sole, good faith discretion; or
(v) Liens in respect of obligations for Capital Leases of real property of or personal fixed assets acquired or held by the Company or in the ordinary course of business which are secured only by the fixed assets that are the subject of such Capital Lease, provided, however, that (x) the aggregate amount of any Subsidiary of the Company which were not Indebtedness incurred in connection with borrowing money renewals, extensions (as to time) and refinancings of Indebtedness described in Part 6.4(a)(vi) of Annex 4 hereto in excess of the amount of such Indebtedness outstanding immediately prior to each such renewal, extension or obtaining advances or credits or the acquisition of property or assets and in refinancing, plus (y) the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and
(ii) the principal amount of the Indebtedness secured by such the Liens or security interests referred to in clause (ii), clause (iii) and clause (iv) of this Section 6.8(b), plus (z) the aggregate amount of capitalized payment obligations under the Capital Leases specified in clause (v) of this Section 6.8(b) shall not at such any time is not increasedexceed Twenty-Five Million Dollars ($25,000,000).
Appears in 1 contract
Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Subsidiary to, incur, issue, assume, or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, whether now owned or hereafter acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes Notes, the Parent Guarantee, if any, and the Securities Guarantees Subsidiary Guarantees, if any (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or Notes, the Securities Parent Guarantee, if any, and the Subsidiary Guarantees, if any) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens on any asset or property at the Issue Date or, upon consummation of the Transactions, the Escrow Merger and the Assumption, at the date of the indentureAssumption, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the Issue Date or, upon the consummation of the Transactions, the Escrow Merger and the Assumption, at the date of the Indenture Assumption, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company Company, or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming an obligor under this First Supplemental Indenture, or becoming a Subsidiary of the Company Company, or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes an obligor under the Notes, a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Subsidiary Guarantor,
(ii) the Company to a Subsidiary Guarantor, or
(iii) the Company or a Subsidiary Guarantor to the Company or another Subsidiary Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company Company, or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such SubsidiarySubsidiary of the Company, as applicable; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) ), and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 1 contract
Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Subsidiary to, incur, issue, assume, or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, owned or acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or the Securities Guarantees) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens on any asset or property at the date of the indentureSixth Supplemental Indenture, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures they secure on the date of the Sixth Supplemental Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures they secure on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets asset is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) ), and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 1 contract
Samples: Supplemental Indenture (Dr Pepper Snapple Group, Inc.)
Limitation on Secured Indebtedness. The Company shall not, and shall not permit any Subsidiary to, incur, issue, assume, or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, owned or acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or the Securities Guarantees) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens on any asset or property at the date of the indentureTwelfth Supplemental Indenture, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures they secure on the date of the Twelfth Supplemental Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming an obligor under the Indenture, or becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures they secure on the date that such corporation or other Person becomes a an obligor under the Notes, Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) the Company or a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets asset is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Appears in 1 contract
Limitation on Secured Indebtedness. The Company shall will not, and shall not nor will it permit any Restricted Subsidiary to, incur, issue, assume, assume or guarantee any Secured Indebtedness if such Secured Indebtedness is secured by a Lien on any Principal upon Restricted Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning or a Restricted Subsidiary without in any Principal Propertysuch case effectively providing, owned concurrently with the issuance, assumption or acquired by the Company or guarantee of any Subsidiary of the Companysuch Secured Indebtedness, without effectively providing that the Securities of any series then or thereafter outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Restricted Subsidiary ranking equally and ratably with such Securities and then existing or thereafter created which is not subordinate to the Notes or the Securities Guaranteescreated) shall be secured by such Lien equally and ratably with (or prior to) any and all such secured Indebtedness so long as such secured Indebtedness Secured Indebtedness; provided, however, that the foregoing shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens any Lien on any asset or property at the date of the indenture, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date of the Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on any asset or property Restricted Property of any corporation or other Person if such Lien is in existence at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofRestricted Subsidiary;
(db) Liens securing Indebtedness of
(i) a Subsidiary any Lien on Restricted Property if such Lien is in existence at the time of the Company to acquisition by the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) a Guarantor to the Company or another GuarantorRestricted Subsidiary of such Restricted Property;
(ec) Liens any Lien on any property or asset Restricted Property to secure the payment of all or any part of the Capital Lease Obligations or purchase price (or other acquisition cost) of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company Restricted Property or to secure any Indebtedness incurred (prior to, at the time of, or within 270 days one year after, the later of acquisition by the date of acquisition Company or lease a Restricted Subsidiary of such property or asset and the date such property or assets is placed in service, Restricted Property) for the purpose of of, or in connection with, financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or
(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.price
Appears in 1 contract
Samples: Indenture (Goodyear Capital Trust I)
