Negative Pledge. The Company will not itself, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by: (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).
Appears in 8 contracts
Samples: Revolving Credit Agreement (Ford Motor Co), 364 Day Revolving Credit Agreement (Ford Motor Co), Revolving Credit Agreement (Ford Motor Co)
Negative Pledge. The Company will not itself(a) Each Obligor shall not, and will shall procure each member of the Group not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee create or suffer permit to exist subsist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, Security over any Principal Domestic Manufacturing Property of the Company Group’s assets to secure any Financial Indebtedness of the Obligors or any Manufacturing Subsidiary, Subsidiary thereof (or any shares of stock of guarantees or Debt of indemnity in respect thereof) without, in any Manufacturing Subsidiary (such mortgagescase, pledges making effective provision whereby the Loan and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if obligations under the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall Finance Documents will be secured either at least equally and ratably with (such Financial Indebtedness or prior to) by such secured Debtother Security as shall have been approved by the Lender, for so long as such secured Debt shall Financial Indebtedness will be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;.
(b) Pledges Paragraph (a) above does not apply to any Security listed below:
(i) any Security arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in favor of the Company or any Manufacturing Subsidiarygood faith by appropriate proceedings;
(cii) Pledges in favor of any governmental body Security existing on any property or asset prior to secure progress, advance the acquisition thereof by an Obligor or other payments any Subsidiary thereof arising after such acquisition pursuant to any contract or provision contractual commitments entered into prior to and not in contemplation of any statutesuch acquisition;
(diii) Pledges any cash management, netting or set-off arrangement or combination of propertyaccounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangements;
(iv) any Security arising under any retention of title, shares title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or goods supplied to secure the payment of all any Obligor or any part Subsidiary thereof in the ordinary course of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofbusiness; and
(ev) any extensioneasement, renewal right-of-way, zoning and similar restriction and other similar charge or replacement (encumbrance not interfering with the ordinary course of business of an Obligor or successive extensions, renewals or replacements), as a whole or in part, any of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)its Subsidiaries.
Appears in 5 contracts
Samples: Loan Agreement (Phoenix New Media LTD), Loan Agreement (Phoenix New Media LTD), Loan Agreement (Phoenix New Media LTD)
Negative Pledge. (a) The Company will shall not itselfcreate or have outstanding, and shall ensure that none of the Principal Controlled Entities will not permit create or have outstanding, any Manufacturing Subsidiary toSecurity upon the whole or any part of their respective present or future assets securing any Relevant Indebtedness, incur, issue, assume, or create or have outstanding any guarantee or suffer to exist indemnity in respect of any notesRelevant Indebtedness either of the Company or of any of the Company’s Principal Controlled Entities, bonds, debentures without:
(i) at the same time or prior thereto securing or guarantee of the liabilities of the Company under the Finance Documents equally and ratably therewith; or
(ii) providing such other similar evidences Security or guarantee for the Facility as shall be approved by the Majority Lenders.
(b) Paragraph (a) above does not apply to:
(i) any Security arising or already arisen automatically by operation of indebtedness for money borrowed law which is timely discharged or disputed in good faith by appropriate proceedings;
(notes, bonds, debentures ii) any Security in respect of the obligations of any person which becomes a Principal Controlled Entity or other similar evidences which merges with or into the Company or a Principal Controlled Entity after the date of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, the Indenture which is in existence at the date on which it becomes a Principal Controlled Entity or mortgage merges with or lien on, into the Company or a Principal Controlled Entity;
(iii) any Principal Domestic Manufacturing Property Security created or outstanding in favour of the Company or any Manufacturing Subsidiary, or Security created by any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt Controlled Entities of the Company or in favour of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt any of the Company and its Manufacturing Subsidiaries Company’s other Controlled Entities;
(iv) any Security in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor Relevant Indebtedness of the Company or any Manufacturing SubsidiaryPrincipal Controlled Entity with respect to which the Company or such Principal Controlled Entity has paid money or deposited money or securities with a paying agent, trustee or depository to pay or discharge in full the obligations of the Company or such Principal Controlled Entity in respect thereof (other than the obligation that such money or securities so paid or deposited, and the proceeds therefrom, be sufficient to pay or discharge such obligations in full);
(cv) Pledges any Security created in favor of any governmental body connection with a project financed with, or created to secure progresssecure, advance or other payments pursuant to any contract or provision of any statute;Non-recourse Obligations; or
(dvi) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part Security arising out of the purchase price thereof or to secure any Debt incurred prior torefinancing, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement refunding of any Relevant Indebtedness secured by any Security permitted by paragraphs (or successive extensions, renewals or replacementsii), as a whole (v) or in part, of any Pledge referred to in the foregoing clauses this paragraph (a) to (dvi), inclusive; provided, however, provided that such Relevant Indebtedness is not increased beyond the principal amount thereof (together with the costs of such refinancing, extension, renewal or replacement Pledge shall be limited to all refunding, including any accrued interest and prepayment premiums or a part of the same property, shares of stock consent fees) and is not secured by any additional property or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)assets.
Appears in 5 contracts
Samples: Facility Agreement, Facility Agreement (Alibaba Group Holding LTD), Facility Agreement (Alibaba Group Holding LTD)
Negative Pledge. The (a) Subject to the following exceptions, the Company will not itselfnot, and will not permit any Manufacturing Subsidiary tothe Borrower, incur, to issue, assumeassume or guarantee any Funded Debt secured by, guarantee or suffer to exist and will not secure any notesFunded Debt by, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, a Mortgage upon any Principal Domestic Manufacturing Property property of the Company or the Borrower (whether now owned or hereafter acquired) without in any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without case effectively providing concurrently therewith that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) Loans shall be secured equally and ratably with (or prior to) such secured Funded Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Funded Debt secured by:
(ai) Pledges Purchase Money Mortgages;
(ii) Mortgages on property of property of, or on any shares of stock of or Debt of, any a corporation existing at the time such corporation becomes is liquidated or merged into, or amalgamated or consolidated with, the Company or the Borrower or at the time of a Manufacturing Subsidiarysale, lease or other disposition to the Company or the Borrower of the properties of a corporation as, or substantially as, an entirety;
(biii) Pledges Mortgages to secure indebtedness of the Borrower to the Company or to secure indebtedness of the Company to the Borrower;
(iv) Mortgages in favor of the Company United States, Canada or any Manufacturing Subsidiary;
(c) Pledges Province thereof, or any department, agency or instrumentality or political subdivision thereof, or in favor of any governmental body other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) statute or to secure any indebtedness incurred or guaranteed for the payment purpose of financing or refinancing all or any part of the purchase price thereof of the property, shares of capital stock or indebtedness subject to secure any Debt incurred prior to, at the time ofsuch Mortgages, or within 60 days afterthe cost of constructing or improving the property subject to such Mortgages (including, the acquisition of such property without limitation, Mortgages incurred in connection with pollution control, industrial revenue or shares or Debt for the purpose of financing all or any part of the purchase price thereofsimilar financings); and
(ev) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a ) in whole or in part, part of any Pledge Mortgage existing at the Effective Date or any Mortgage referred to in the foregoing clauses (ai) to through (div), inclusive; , provided, however, that the principal amount of the Funded Debt secured thereby shall not exceed the principal amount of the Funded Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property (plus improvements and construction on such property, shares of stock ) or Debt indebtedness that secured was subject to the Pledge Mortgage so extended, renewed or replaced replaced.
(plus improvements b) Notwithstanding the foregoing, the Company or the Borrower may issue, assume or guarantee Funded Debt secured by a Mortgage upon any property of the Company or the Borrower that would otherwise be subject to the foregoing restrictions, and may carry out any other transactions which would otherwise be subject to the foregoing restrictions, provided the aggregate amount of all (1) such Funded Debt and (2) Attributable Debt in respect of all Financing Leases entered into on such property)or after the Effective Date would not, after giving effect thereto, exceed 15% of the Company's Consolidated Net Tangible Assets.
(c) The Company will not, and will not permit the Borrower to, enter into any Financing Leases covering any property of the Borrower or the Company unless: (1) immediately thereafter the sum of (i) the Attributable Debt in respect of all Financing Leases entered into on or after the Effective Date and (ii) the aggregate amount of all Funded Debt secured by a Mortgage (exclusive of any secured Funded Debt permitted by clauses (i) through (v) of subsection (a) of this Section 5.04) does not exceed 15% of the Company's Consolidated Net Tangible Assets;
Appears in 4 contracts
Samples: Credit Agreement (Nortel Networks Corp), Credit Agreement (Nortel Networks Corp), Credit Agreement (Nortel Networks LTD)
Negative Pledge. The Neither the Issuer nor the Company will not itself, and will not permit create any Manufacturing Subsidiary to, incur, issue, assume, guarantee Lien on any of their property or suffer assets to exist secure any notes, bonds, debentures or other similar evidences of indebtedness for borrowed money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, without in any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without case effectively providing that the Obligations Notes, in the case of the Issuer, and the Guarantee Obligations, in the case of the Company (together with, if the Company Issuer or the Company, as applicable, shall so determine, any other Debt indebtedness of the Company Issuer or of such Manufacturing Subsidiary then existing the Company, as applicable, which is not subordinate to the Notes or thereafter created ranking equally with the Guarantee Obligations) , as applicable), shall be secured equally and ratably with (or prior to) such secured Debtindebtedness, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Debt secured byto:
(a) Pledges of property of, or Liens on any shares of stock of property or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt assets existing at the time of acquisition thereof (including acquisition through merger or consolidation) to secure, or to secure securing, the payment of all or any part of the purchase price price, cost of improvement or construction cost thereof or to secure securing any Debt indebtedness incurred prior to, at the time of, of or within 60 120 days after, the acquisition of such property or shares assets or Debt the completion of any such improvement or construction, whichever is later, for the purpose of financing all or any part of the purchase price thereofprice, cost of improvement or construction cost thereof or to secure or securing the repayment of money borrowed to pay, in whole or in part, such purchase price, cost of improvement or construction cost or any vendor’s privilege or lien on such property securing all or any part of such purchase price, cost of improvement or construction cost, including title retention agreements and leases in the nature of title retention agreements (provided such Liens are limited to such property or assets and to improvements on such property);
(b) Liens arising by operation of law;
(c) any other Lien arising in connection with indebtedness if, after giving effect to such Lien and any other Lien created pursuant to this paragraph (c), the aggregate principal amount of indebtedness secured thereby would not exceed 5% of Consolidated Net Worth; and
(ed) any extension, renewal renewal, substitution or replacement (or successive extensions, renewals renewals, substitutions or replacements), as a whole or in part, of any Pledge of the Liens referred to in the foregoing clauses paragraphs (a) to and (d), inclusiveb) above or any indebtedness secured thereby; provided, however, provided that such extension, renewal renewal, substitution or replacement Pledge Lien shall be limited to all or a any part of substantially the same property, shares of stock property or Debt assets that secured the Pledge Lien extended, renewed renewed, substituted or replaced (plus improvements on such property)) and the principal amount of indebtedness secured by such Lien at such time is not increased.
Appears in 3 contracts
Samples: Seventh Supplemental Indenture (Brookfield Asset Management Inc.), Sixth Supplemental Indenture (Brookfield Asset Management Inc.), First Supplemental Indenture (Brookfield Asset Management Inc.)
Negative Pledge. The Company Borrower will not itself, pledge or otherwise subject to any lien any property or assets of the Borrower unless the Loans and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences the Obligations of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), the Borrower under this Agreement are secured by pledge of, or mortgage or such lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such all other obligations secured Debt, thereby so long as such secured Debt other obligations shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall such covenant will not apply to Debt secured byliens securing obligations which do not in the aggregate at anyone time outstanding exceed 5% of Consolidated Net Tangible Assets (as defined below) of the Borrower and its Consolidated Subsidiaries and also will not apply to:
(a) Pledges the pledge of property ofany assets of the Borrower to secure any financing by the Borrower of the exporting of goods to or between, or on any shares the marketing thereof in, countries other than the United States in connection with which the Borrower reserves the right, in accordance with customary and established banking practice, to deposit, or otherwise subject to a lien, cash, securities or receivables, for the purpose of stock securing banking accommodations or as the basis for the issuance of bankers' acceptances or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryin aid of other similar borrowing arrangements;
(b) Pledges in favor the pledge of receivables of the Company or any Manufacturing SubsidiaryBorrower payable in currencies other than United States dollars to secure borrowings in countries other than the United States;
(c) Pledges any deposit of assets of the Borrower with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal by the Borrower from any judgment or decree against it, or in connection with other proceedings in actions at law or in equity by or against the Borrower or in favor of any governmental body Governmental Authority to secure progress, advance or other payments in the ordinary course of the Borrower's business;
(d) any lien or charge on any property of the Borrower, tangible or intangible, real or personal, existing at the time of acquisition or construction of such property (including acquisition through merger or consolidation) or given to secure the payment of all or any part of the purchase or construction price thereof or to secure any indebtedness incurred prior to, at the time of, or within one year after, the acquisition or completion of construction thereof for the purpose of financing all or any part of the purchase or construction price thereof;
(e) any lien in favor of the United States of America or any State thereof or the District of Columbia, or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(df) Pledges any lien securing the performance of propertyany contract or undertaking not directly or indirectly in connection with the borrowing of money, shares obtaining of stock advances or Debt existing at credit or the time securing of acquisition thereof debt, if made and continuing in the ordinary course of business;
(including acquisition through merger or consolidationg) or any lien to secure nonrecourse obligations in connection with the payment of all Borrower's engaging in leveraged or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofsingle-investor lease transactions; and
(eh) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a in whole or in part, of any Pledge lien, charge or pledge referred to in the foregoing clauses (a) to (dg), inclusive, of this Section 6.5; provided, however, that the amount of any and all obligations and indebtedness secured thereby shall not exceed the amount thereof so secured immediately prior to the time of such extension, renewal or replacement and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that property which secured the Pledge charge or lien so extended, renewed or replaced (plus improvements on such property).
Appears in 3 contracts
Samples: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)
Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurmortgage or pledge as security for any indebtedness any shares of stock, issue, assume, guarantee or suffer to exist any notes, bonds, debentures indebtedness or other similar evidences obligations of indebtedness for money borrowed (notes, bonds, debentures a Subsidiary or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt Principal Property is owned at the date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (all indebtedness secured by such mortgage or prior to) such secured Debtpledge, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured by:
in the case of: (ai) Pledges the creation of property ofany mortgage, pledge or other lien on any shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a Manufacturing Subsidiary;
Subsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that every such mortgage, pledge or lien referred to in this clause (bi) Pledges shall attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (ii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary;; (iv) any mortgage, pledge or other lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (v) any mortgage, pledge or other lien on shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations; (vi) any renewal of or substitution for any mortgage, pledge or other lien permitted by any of the preceding clauses (i) through (v), provided, in the case of a mortgage, pledge or other lien permitted under clause (i), (ii) or (iv), the debt secured is not increased nor the lien extended to any additional assets.
(cb) Pledges Notwithstanding the provisions of paragraph (a) of this Section, the Company or any Restricted Subsidiary may create or assume liens in favor addition to those permitted by paragraph (a) of any governmental body to secure progressthis Section, advance and renew, extend or other payments pursuant to any contract or provision of any statute;
(d) Pledges of propertyreplace such liens, shares of stock or Debt existing provided that at the time of acquisition thereof (including acquisition through merger such creation, assumption, renewal, extension or consolidation) or to secure the payment replacement, and after giving effect thereto, Exempted Debt does not exceed 10% of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Net Worth.
Appears in 3 contracts
Samples: Indenture (RJR Acquisition Corp), Indenture (Rj Reynolds Tobacco Holdings Inc), Indenture (Reynolds R J Tobacco Co)
Negative Pledge. The Company So long as any of the Unsubordinated PD Debt Instruments remains outstanding, the Issuer will not itselfnot, and will not unless approved by an Extraordinary Resolution, create or permit to subsist any Manufacturing Subsidiary tomortgage, incurcharge, issuepledge, assume, lien or other form of encumbrance or security interest (“Security Interest”) upon the whole or any part of its present or future assets or revenues or those of any of its Subsidiaries (as defined below) as security for any relevant indebtedness (as defined below) or any guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed indemnity (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “DebtGuarantee”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries given in respect of Sale and Leaseback Transactions would not exceed 5% of any relevant indebtedness unless prior to or simultaneously therewith, the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byIssuer either:
(a) Pledges of property of, grants or on any shares of stock of procures to be granted a Security Interest or Security Interests securing its obligations under the Unsubordinated PD Debt of, any corporation existing at Instruments and the time relative Coupons which will result in such corporation becomes a Manufacturing Subsidiary;obligations being secured equally and rateably in all respects so as to rank pari passu with the applicable relevant indebtedness or Guarantee; or
(b) Pledges grants or procures to be granted such other Security Interest or Security Interests in favor respect of its obligations under the Unsubordinated PD Debt Instruments and the relative Coupons as shall be approved by an Extraordinary Resolution. For the purposes of these Conditions, “relevant indebtedness” means any present or future indebtedness of the Company or any Manufacturing Subsidiary;
(c) Pledges Issuer in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time form of, or within 60 days afterrepresented by, bonds, notes, debentures, loan stock, certificates of deposit, bills of exchange, transferable loan certificates or other securities which are capable of being listed, quoted, ordinarily dealt in or traded on any recognised market, not being indebtedness incurred in the acquisition ordinary course of such property or shares or Debt for banking business. In these Conditions, “Subsidiary” has the purpose of financing all or any part same meaning as that provided in Section 9 of the purchase price thereof; and
Corporations Act 2001 of Australia (eas amended) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property“Corporations Act”).
Appears in 2 contracts
Samples: Terms and Conditions, Terms and Conditions
Negative Pledge. The Company Borrower will not itself, pledge or otherwise subject to any Lien any of its property or assets to secure any Indebtedness unless the Loan and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences the Obligations of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), Borrower under this Agreement are secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured Lien equally and ratably with (or prior to) such all other obligations secured Debt, thereby so long as such secured Debt other obligations shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall such covenant will not apply to Debt secured byto:
(a) Pledges the pledge of property ofany assets of Borrower to secure any financing by Borrower of the exporting of goods to or between, or on any shares the marketing thereof in, jurisdictions other than the United States in connection with which Borrower reserves the right, in accordance with customary and established banking practice, to deposit, or otherwise subject to a Lien, cash, securities or receivables, for the purpose of stock securing banking accommodations or as the basis for the issuance of bankers’ acceptances or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryin aid of other similar borrowing arrangements;
(b) Pledges in favor any deposit of the Company or any Manufacturing Subsidiary;
(c) Pledges assets of Borrower in favor of any governmental body bodies to secure progress, advance or other payments pursuant to any under a contract or provision of any statute;
(dc) Pledges any Lien or charge on any property of propertyBorrower, shares of stock tangible or Debt intangible, real or personal, existing at the time of acquisition thereof or construction of such property (including acquisition through merger or consolidation) or given to secure the payment of all or any part of the purchase or construction price thereof or to secure any Debt indebtedness incurred prior to, at the time of, or within 60 days one year after, the acquisition or completion of such property or shares or Debt construction thereof for the purpose of financing all or any part of the purchase or construction price thereof; and;
(d) bankers’ liens or rights of offset;
(e) any Lien securing the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, obtaining of advances or credit or the securing of debt, if made and continuing in the ordinary course of business;
(f) any Lien existing as of the date of this Agreement;
(g) any Lien comprising a netting, set-off or cash-pooling arrangement entered into by Borrower in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(h) any Lien arising by virtue of any payment or close out netting or set-off arrangement pursuant to any Swap Contract entered into by Borrower but excluding any Lien under a credit support arrangement;
(i) any Lien arising by operation of law and in the ordinary course of business;
(j) any Lien on an asset, or an asset of any person, acquired by Borrower after the date of this Agreement but only for a period of six (6) months from the date of acquisition and to the extent that the principal amount secured by that Lien has not been incurred or increased in contemplation of, or since, the acquisition;
(k) any Lien arising under any retention of title, hire purchase or conditional sale arrangement or arrangement having similar effect in respect of goods supplied to Borrower in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by Borrower;
(l) any Lien over goods or documents of title arising in the ordinary course of letter of credit transactions entered into in the ordinary course of trade;
(m) any Lien provided with the prior consent of Lender;
(n) any Lien securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of any Lien given by Borrower other than any Lien permitted under the preceding sub-paragraphs) does not exceed RMB 700,000,000 (or its equivalent in another currency or currencies); or
(o) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a in whole or in part, of any Pledge Lien, charge or pledge referred to in the foregoing clauses (a) to (dn), inclusive, of this Section 6.4; provided, however, that the amount of any and all obligations and indebtedness secured thereby shall not exceed the amount thereof so secured immediately prior to the time of such extension, renewal or replacement and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that property which secured the Pledge charge or lien so extended, renewed or replaced (plus improvements on such property).
Appears in 2 contracts
Samples: Loan Agreement (Baidu, Inc.), Loan Agreement (Baidu, Inc.)
Negative Pledge. The Company will not itself, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive AutomotiveCompany Excluding FMCC Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).
Appears in 2 contracts
Samples: Revolving Credit Agreement (Ford Motor Co), 364 Day Revolving Credit Agreement (Ford Motor Co)
Negative Pledge. The Neither the Company nor any Subsidiary will not itself, and will not permit any Manufacturing Subsidiary to, create or incur, issue, assume, guarantee or suffer to exist be incurred or to exist, any notesLien on its or their Property or assets, bondswhether now owned or hereafter acquired, debentures or upon any income or profits therefrom, or transfer any Property for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire, or permit any Subsidiary to acquire, any Property or assets upon conditional sales agreements or other title retention devices, except:
(1) Liens securing taxes, assessments or governmental charges or levies or the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons, PROVIDED the payment thereof is not at the time required by Section 6.3;
(2) Liens incurred or deposits made in the ordinary course of business (i) in connection with workmen's compensation, unemployment insurance, social security and other like laws, or (ii) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar evidences obligations not incurred in connection with the borrowing of indebtedness for money borrowed money, the obtaining of advances or the payment of the deferred purchase price of Property, PROVIDED in each case, the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings;
(notes3) attachment, bondsjudgment and other similar Liens arising in connection with court proceedings, debentures PROVIDED the execution or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or enforcement of such Manufacturing Subsidiary then existing or thereafter created ranking equally with Liens is effectively stayed and the Obligations) shall be claims secured equally thereby are being actively contested in good faith and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect theretoby appropriate proceedings PROVIDED FURTHER, the aggregate amount of all pledges or deposits made to stay the execution or enforcement of such secured Debt so secured plus all Attributable Debt Liens of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would does not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:$1,000,000;
(a4) Pledges Liens on Property of property ofa Subsidiary, PROVIDED such Liens secure only obligations owing to the Company or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Wholly-Owned Subsidiary;
(b5) Pledges reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other similar title exceptions or encumbrances affecting real Property, which are necessary for the conduct of the activities of the Company and its Subsidiaries or which customarily exist on Properties of corporations engaged in favor similar activities and similarly situated, PROVIDED they do not in the aggregate materially detract from the value of said Properties or materially interfere with their use in the ordinary conduct of the owning company's business;
(6) leases of Property other than Capitalized Leases;
(7) the Lien of mortgages, conditional sale contracts, security interests or other arrangements for the retention of title (including Capitalized Leases) existing as of the date of this Agreement, securing Funded Debt of the Company or any Manufacturing SubsidiarySubsidiary outstanding on such date;
(c8) the Lien of mortgages, conditional sale contracts, security interests or other arrangements for the retention of title (including Capitalized Leases) Pledges in favor of any governmental body given to secure progressthe payment of the purchase price or the costs of construction or improvement of fixed assets useful and intended to be used in carrying on the business of the Company or such Subsidiary, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of propertyas the case may be, shares of stock or Debt including Liens existing on such fixed assets at the time of acquisition thereof (including or at the time of acquisition through merger by the Company or consolidation) a Subsidiary of any business entity then owning such fixed assets, whether or not such existing Liens were given to secure the payment of all or any part of the purchase price thereof of the fixed assets to which they attach; PROVIDED that (i) the Lien or charge shall attach solely to secure any Debt incurred prior tothe fixed assets acquired, constructed or improved, (ii) at the time ofof acquisition, construction or within 60 days afterimprovement of such fixed assets, the acquisition aggregate amount remaining unpaid on all indebtedness secured by Liens on such fixed assets (whether or not assumed by the Company or such Subsidiary), shall not be in excess of the lesser of the total purchase price or fair market value thereof at the time of acquisition, construction or improvement of such property fixed assets (as determined in good faith by the chief financial officer of the Company), (iii) the indebtedness secured by such Liens is payable in equal monthly, quarterly, semi-annual or shares annual installments and is not callable or Debt subject to acceleration prior to its stated maturity at the option of the lender for reasons unrelated to the creditworthiness of the obligor or destruction of the collateral thereof, and (iv) the indebtedness secured by such Liens shall have been incurred within the applicable limitations of Section 6.8(A)(4);
(9) Liens of mortgages, conditional sale contracts, security interests or other arrangements for the purpose retention of financing all or title (including Capitalized Leases) in addition to the Liens permitted by preceding clauses (1) through (8) hereof; PROVIDED that the indebtedness secured by such Liens permitted by this Section 6.9(a)(9) at any part one time outstanding shall not exceed 25% of the purchase price thereofTotal Capitalization; and
(e10) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in Lien permitted by the foregoing clauses (a) to (d7), inclusive; provided, however, that (8) and (9) in respect of the same Property theretofore subject to such Lien in connection with the extension, renewal or replacement Pledge shall be limited to all or a part refunding (without increases in principal amount) of the same property, shares indebtedness secured thereby which is permitted by the provisions of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such propertySection 6.8(a)(4).
Appears in 2 contracts
Samples: Note Agreement (Nash Finch Co), Note Agreement (Nash Finch Co)
Negative Pledge. The (a) Subject to the following exceptions, the Company will not itselfnot, and will not permit any Manufacturing Subsidiary toNNI, incur, to issue, assumeassume or guarantee any Funded Debt secured by, guarantee or suffer to exist and will not secure any notesFunded Debt by, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, a Mortgage upon any Principal Domestic Manufacturing Property property of the Company or NNI (whether now owned or hereafter acquired) without in any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without case effectively providing concurrently therewith that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) Loans shall be secured equally and ratably with (or prior to) such secured Funded Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Funded Debt secured by:
(ai) Pledges Purchase Money Mortgages;
(ii) Mortgages on property of property of, or on any shares of stock of or Debt of, any a corporation existing at the time such corporation becomes is liquidated or merged into, or amalgamated or consolidated with, the Company or NNI or at the time of a Manufacturing Subsidiarysale, lease or other disposition to the Company or NNI of the properties of a corporation as, or substantially as, an entirety;
(biii) Pledges Mortgages to secure indebtedness of NNI to the Company or to secure indebtedness of the Company to NNI;
(iv) Mortgages in favor of the Company United States, Canada or any Manufacturing Subsidiary;
(c) Pledges Province thereof, or any department, agency or instrumentality or political subdivision thereof, or in favor of any governmental body other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) statute or to secure any indebtedness incurred or guaranteed for the payment purpose of financing or refinancing all or any part of the purchase price thereof of the property, shares of capital stock or indebtedness subject to secure any Debt incurred prior to, at the time ofsuch Mortgages, or within 60 days afterthe cost of constructing or improving the property subject to such Mortgages (including, the acquisition of such property without limitation, Mortgages incurred in connection with pollution control, industrial revenue or shares or Debt for the purpose of financing all or any part of the purchase price thereofsimilar financings); and
(ev) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a ) in whole or in part, part of any Pledge Mortgage existing at the Effective Date or any Mortgage referred to in the foregoing clauses (ai) to through (div), inclusive; , provided, however, that the principal amount of the Funded Debt secured thereby shall not exceed the principal amount of the Funded Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property (plus improvements and construction on such property, shares of stock ) or Debt indebtedness that secured was subject to the Pledge Mortgage so extended, renewed or replaced replaced.
(plus improvements b) Notwithstanding the foregoing, the Company or NNI may issue, assume or guarantee Funded Debt secured by a Mortgage upon any property of the Company or NNI that would otherwise be subject to the foregoing restrictions, and may carry out any other transactions which would otherwise be subject to the foregoing restrictions, provided the aggregate amount of all (1) such Funded Debt and (2) Attributable Debt in respect of all Financing Leases entered into on such property)or after the Effective Date would not, after giving effect thereto, exceed 15% of the Company's Consolidated Net Tangible Assets.
(c) The Company will not, and will not permit NNI to, enter into any Financing Leases covering any property of NNI or the Company unless: (1) immediately thereafter the sum of (i) the Attributable Debt in respect of all Financing Leases entered into on or after the Effective Date and (ii) the
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Nortel Networks LTD), Credit Agreement (Nortel Networks Corp)
Negative Pledge. The Company None of the Consolidated Parties will not itself, and will not permit any Manufacturing Subsidiary tocreate, incur, issue, assume, guarantee assume or suffer permit to exist any notes, bonds, debentures Lien on any property or assets (including Capital Stock or other similar evidences securities of indebtedness for money borrowed (notes, bonds, debentures any Subsidiary or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured person) now owned or hereafter acquired by pledge of, it or mortgage on any income or lien on, any Principal Domestic Manufacturing Property of the Company revenues or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries rights in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; providedany thereof, however, that this Section 7.5 shall not apply to Debt secured byexcept:
(a) Pledges of property ofLiens existing on the Effective Date that are set forth on Schedule 6.02, provided that such Liens secure only those obligations which they secure on the Effective Date (including any extension, renewal or on refinancing thereof (and the reasonable fees and expenses incurred in connection with any shares of stock of such renewal or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryrefinancing);
(b) Pledges Liens in favor of the Company or any Manufacturing SubsidiaryAgent on behalf of the Secured Parties created by the Collateral Documents;
(c) Pledges Liens for taxes not yet due or which are being contested in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statutecompliance with Section 5.03;
(d) Pledges carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of property, shares of stock business and securing obligations that are not due or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofwhich are being contested in compliance with Section 5.03; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to pledges and deposits made in the foregoing clauses ordinary course of business in compliance with worker's compensation, unemployment insurance and other social security laws or regulations;
(af) easements, rights of way and other encumbrances on title to real property that do not render title to the real property encumbered thereby unmarketable or materially adversely affect the value of such property or the use of such property for its present purposes;
(d), inclusiveg) [Intentionally Omitted]; and
(h) purchase money Liens encumbering assets (other than Capital Stock and accounts receivable) hereafter acquired by the Borrower or any Subsidiary; provided, howeverthat, that (i) such extensionLiens secure Indebtedness permitted by Section 6.01(f), renewal or replacement Pledge shall be limited to all or a part (ii) such Liens are incurred and the Indebtedness secured thereby is created substantially contemporaneously with the applicable Capital Lease Obligations, (iii) the Indebtedness secured thereby does not exceed 100% of the same property, shares lesser of stock the cost or Debt that secured the Pledge extended, renewed fair market value of such property at the time of incurrence of the Capital Lease Obligations and (iv) such Liens do not apply to any other property or replaced (plus improvements on such property)asset of the Borrower or any Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (United Surgical Partners International Inc), Credit Agreement (United Surgical Partners International Inc)
Negative Pledge. The Company will not itself, (a) No Obligor and will not permit any Manufacturing no Restricted Subsidiary to, incur, may issue, assume, guarantee guarantee, create, incur or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Secured Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations Loans (together with, if the Company shall so determine, any other Debt Financial Indebtedness of the Company or of such Manufacturing Restricted Subsidiary then existing or thereafter created ranking equally with the ObligationsLoans, including guarantees of Financial Indebtedness of others) shall be secured equally and ratably with (or prior to) such secured Debt, Secured Debt so long as such secured Secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, except that this Section 7.5 shall not apply to Secured Debt secured by:
(ai) Pledges mortgages on property of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(bii) Pledges in favor of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt mortgages on property existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt Financial Indebtedness incurred prior to, at the time of, of or within 60 90 days after, after the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof;
(iii) mortgages on particular property to secure Financial Indebtedness incurred in financing all or any part of the cost of exploration or development of such property, or to secure all or any part of the cost of improvements to such property which is, in the opinion of the board of directors of the Company, substantially unimproved, or to secure any Financial Indebtedness incurred to provide funds for such purpose;
(iv) mortgages on property in favour of the United States of America or any State thereof, or any other country, or any political subdivision of any of the foregoing, to secure payments pursuant to any contract or statute or to secure any Financial Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such mortgages;
(v) mortgages which secure Financial Indebtedness owing to the Company or a wholly-owned Restricted Subsidiary by a Subsidiary of the Company; and
(evi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a in whole or in part, of any Pledge mortgage referred to in the foregoing clauses (ai) to (dv), inclusive, or of any Financial Indebtedness secured thereby; provided, however, provided that such extension, renewal or replacement Pledge mortgage shall be limited to all or a any part of the same property, shares of stock or Debt property that secured the Pledge mortgage extended, renewed or replaced (plus improvements on such property). The terms mortgage or mortgages used in paragraphs (i) to (vi) above shall include any Security Interests.
(b) Notwithstanding the foregoing provisions of this Clause, the Company and any one or more Restricted Subsidiaries may, without equally and rateably securing the Loans, issue, assume, guarantee, create or incur Secured Debt which would otherwise be subject to the foregoing restrictions if, after giving effect to the Secured Debt to be issued, assumed, guaranteed, created or incurred, the sum of:
(i) the aggregate amount of all such Secured Debt of the Company and its Restricted Subsidiaries (not including Secured Debt permitted under paragraphs (i) through (vi) above); and
(ii) the aggregate value of the Sale and Leaseback Transactions (as defined in Clause 22.10 (Limitation on sales and leasebacks and transfers of assets to Unrestricted Subsidiaries) in existence at such time (except Sale and Leaseback Transactions the proceeds of which have been applied in accordance with Clause 22.10(a)(ii)), does not exceed 5 per cent. of the Shareholders’ Interest.
Appears in 2 contracts
Samples: Credit Facility Agreement (PPG Industries Inc), Credit Facility (PPG Industries Inc)
Negative Pledge. The Company will Supplier shall not itselfpledge or otherwise transfer, and will not permit --------------- without GWI's prior written consent, Key Ingredients or any Manufacturing Subsidiary towork-in-progress or finished goods inventory of Products, incurother than (i) to GWI or a GWI Affiliate as expressly provided in this Agreement, issueor (ii) to Supplier's primary lenders and/or lending syndicate or to the financial institution acting as agent for such lenders or to any other transferee in connection with an exercise of remedies by such lenders or lending syndicate or financial institution acting as agent therefor pursuant to a security agreement; provided that such security agreement expressly provides (in the case of security agreements entered into after the Effective Time, assume, guarantee or suffer in terms reasonably acceptable to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”GWI), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:
(a) Pledges [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 105 in the event of property offoreclosure of the pledge such lenders, syndicate or on agent, as the case may be, before exercising any shares other remedies with respect to Key Ingredients, work-in-process inventory of stock Products or finished goods inventory of or Debt ofProducts, must offer in writing to sell to GWI (i) any corporation existing Key Ingredients and any work-in-process inventory of Products at Supplier's cost, plus a reasonable portion of the applicable Conversion Charge with respect to work-in-progress inventory, and (ii) the finished Products at the time such corporation becomes a Manufacturing Subsidiary;
price determined in accordance with the terms of this Agreement, (b) Pledges in favor GWI shall have a period of the Company or any Manufacturing Subsidiary;
[*] following receipt of such offer to elect to and to purchase such Key Ingredients, work-in- progress and finished goods inventory, (c) Pledges the provisions of the security agreement described in favor this Section 17.1(g) shall not be amended without the prior written consent of any governmental body GWI, which consent (in the case of amendments as to secure progressform, advance or other payments pursuant but not as to any contract or provision of any statute;
substance) shall not be unreasonably withheld and (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition GWI is a third-party beneficiary of such property or shares or Debt for provisions with full rights at law and in equity to enforce the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)same.
Appears in 2 contracts
Samples: Supply Agreement (Catalytica Inc), Supply Agreement (Catalytica Inc)
Negative Pledge. The Company Such Borrower will not itself, pledge or otherwise subject to any lien any property or assets of such Borrower unless the Loans and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences the Obligations of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), such Borrower under this Agreement are secured by pledge of, or mortgage or such lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such all other obligations secured Debt, thereby so long as such secured Debt other obligations shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall such covenant will not apply to Debt secured byliens securing obligations which do not in the aggregate at anyone time outstanding exceed 20% of Net Tangible Assets (as defined below) of such Borrower and it Consolidated Subsidiaries and also will not apply to:
(a) Pledges the pledge of property ofany assets of such Borrower to secure any financing by such Borrower of the exporting of goods to or between, or on any shares the marketing thereof in, jurisdictions other than the United States and Puerto Rico in connection with which such Borrower reserves the right, in accordance with customary and established banking practice, to deposit, or otherwise subject to a lien, cash, securities or receivables, for the purpose of stock securing banking accommodations or as the basis for the issuance of bankers' acceptances or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryin aid of other similar borrowing arrangements;
(b) Pledges the pledge of receivables of such Borrower payable in favor of currencies other than United States dollars to secure borrowings in jurisdictions other than the Company or any Manufacturing SubsidiaryUnited States and Puerto Rico;
(c) Pledges any deposit of assets of such Borrower in favor of any governmental body bodies to secure progress, advance or other payments pursuant to any under a contract or provision of any statute;
(d) Pledges any lien or charge on any property of propertysuch Borrower, shares of stock tangible or Debt intangible, real or personal, existing at the time of acquisition thereof or construction of such property (including acquisition through merger or consolidation) or given to secure the payment of all or any part of the purchase or construction price thereof or to secure any Debt indebtedness incurred prior to, at the time of, or within 60 days one year after, the acquisition or completion of such property or shares or Debt construction thereof for the purpose of financing all or any part of the purchase or construction price thereof;
(e) bankers' liens or rights of offset;
(f) any lien securing the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, obtaining of advances or credit or the securing of debt, if made and continuing in the ordinary course of business;
(g) any lien to secure nonrecourse obligations in connection with such Borrower's engaging in leveraged or single-investor lease transactions;
(h) any lien to secure payment obligations with respect to (x) rate swap transactions, swap options, basis swaps, forward rate transactions, commodity swaps, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, credit protection transactions, credit swaps, credit default swaps, credit default options, total return swaps, credit spread transactions, repurchase transactions, reverse repurchase transactions, buy/sell-back transactions, securities lending transactions, weather index transactions, or forward purchases or sales of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions), or (y) transactions that are similar those described above; and
(ei) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a in whole or in part, of any Pledge lien, charge or pledge referred to in the foregoing clauses (a) to (dh), inclusive, of this Section 6.5; provided, however, that the amount of any and all obligations and indebtedness secured thereby shall not exceed the amount thereof so secured immediately prior to the time of such extension, renewal or replacement and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that property which secured the Pledge charge or lien so extended, renewed or replaced (plus improvements on such property).
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp), Five Year Credit Agreement (Toyota Motor Credit Corp)
Negative Pledge. The (a) Subject to the following exceptions, the Company will not itselfnot, and will not permit any Manufacturing Subsidiary tothe Borrower, incur, to issue, assumeassume or guarantee any Funded Debt secured by, guarantee or suffer to exist and will not secure any notesFunded Debt by, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, a Mortgage upon any Principal Domestic Manufacturing Property property of the Company or the Borrower (whether now owned or hereafter acquired) without in any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without case effectively providing concurrently therewith that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) Loans shall be secured equally and ratably with (or prior to) such secured Funded Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Funded Debt secured by:
(ai) Pledges Purchase Money Mortgages;
(ii) Mortgages on property of property of, or on any shares of stock of or Debt of, any a corporation existing at the time such corporation becomes is liquidated or merged into, or amalgamated or consolidated with, the Company or the Borrower or at the time of a Manufacturing Subsidiarysale, lease or other disposition to the Company or the Borrower of the properties of a corporation as, or substantially as, an entirety;
(biii) Pledges Mortgages to secure indebtedness of the Borrower to the Company or to secure indebtedness of the Company to the Borrower;
(iv) Mortgages in favor of the Company United States, Canada or any Manufacturing Subsidiary;
(c) Pledges Province thereof, or any department, agency or instrumentality or political subdivision thereof, or in favor of any governmental body other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) statute or to secure any indebtedness incurred or guaranteed for the payment purpose of financing or refinancing all or any part of the purchase price thereof of the property, shares of capital stock or indebtedness subject to secure any Debt incurred prior to, at the time ofsuch Mortgages, or within 60 days afterthe cost of constructing or improving the property subject to such Mortgages (including, the acquisition of such property without limitation, Mortgages incurred in connection with pollution control, industrial revenue or shares or Debt for the purpose of financing all or any part of the purchase price thereofsimilar financings); and
(ev) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a ) in whole or in part, part of any Pledge Mortgage existing at the Effective Date or any Mortgage referred to in the foregoing clauses (ai) to through (div), inclusive; , provided, however, that the principal amount of the Funded Debt secured thereby shall not exceed the principal amount of the Funded Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property (plus improvements and construction on such property, shares of stock ) or Debt indebtedness that secured was subject to the Pledge Mortgage so extended, renewed or replaced replaced.
(plus improvements b) Notwithstanding the foregoing, the Company or the Borrower may issue, assume or guarantee Funded Debt secured by, or secure Funded Debt by, a Mortgage upon any property of the Company or the Borrower that would otherwise be subject to the foregoing restrictions, provided the aggregate amount of all such Funded Debt would not, after giving effect thereto, exceed $100,000,000.
(c) The Company will not, and will not permit the Borrower to, enter into any Financing Leases covering any property of the Borrower or the Company unless: (1) immediately thereafter the sum of (i) the Attributable Debt in respect of all Financing Leases entered into on such property).or after the Effective Date and (ii) the aggregate amount of all Funded Debt secured by a Mortgage (exclusive of any secured Funded Debt permitted by clauses (i) through (v) of subsection (a) of this Section 5.04) does not exceed 15% of the Company's Consolidated Net Tangible Assets;
Appears in 2 contracts
Samples: Credit Agreement (Nortel Networks LTD), Credit Agreement (Nortel Networks Corp)
Negative Pledge. The Neither the Issuer nor the Company will not itself, and will not permit create any Manufacturing Subsidiary to, incur, issue, assume, guarantee Lien on any of their property or suffer assets to exist secure any notes, bonds, debentures or other similar evidences of indebtedness for borrowed money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, without in any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without case effectively providing that the Obligations Notes, in the case of the Issuer, and the Guarantee Obligations, in the case of the Company (together with, if the Company Issuer or the Company, as applicable, shall so determine, any other Debt indebtedness of the Company Issuer or of such Manufacturing Subsidiary then existing the Company, as applicable, which is not subordinate to the Notes or thereafter created ranking equally with the Guarantee Obligations) , as applicable), shall be secured equally and ratably with (or prior to) such secured Debtindebtedness, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Debt secured byto:
(a) Pledges of property of, or Liens on any shares of stock of property or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt assets existing at the time of acquisition thereof (including acquisition through merger or consolidation) to secure, or to secure securing, the payment of all or any part of the purchase price price, cost of improvement or construction cost thereof or to secure securing any Debt indebtedness incurred prior to, at the time of, of or within 60 120 days after, the acquisition of such property or shares assets or Debt the completion of any such improvement or construction, whichever is later, for the purpose of financing all or any part of the purchase price thereofprice, cost of improvement or construction cost thereof or to secure or securing the repayment of money borrowed to pay, in whole or in part, such purchase price, cost of improvement or construction cost or any vendor’s privilege or lien on such property securing all or any part of such purchase price, cost of improvement or construction cost, including title retention agreements and leases in the nature of title retention agreements (provided such Liens are limited to such property or assets and to improvements on such property);
(b) Liens arising by operation of law;
(c) any other Lien arising in connection with indebtedness if, after giving effect to such Lien and any other Lien created pursuant to this paragraph (c), the aggregate principal amount of indebtedness secured thereby would not exceed 5% of the Company’s Consolidated Net Worth; and
(ed) any extension, renewal renewal, substitution or replacement (or successive extensions, renewals renewals, substitutions or replacements), as a whole or in part, of any Pledge of the Liens referred to in the foregoing clauses paragraphs (a) to and (d), inclusiveb) above or any indebtedness secured thereby; provided, however, provided that such extension, renewal renewal, substitution or replacement Pledge Lien shall be limited to all or a any part of substantially the same property, shares of stock property or Debt assets that secured the Pledge Lien extended, renewed renewed, substituted or replaced (plus improvements on such property)) and the principal amount of indebtedness secured by such Lien at such time is not increased.
Appears in 2 contracts
Samples: Fourth Supplemental Indenture (Brookfield Asset Management Inc.), First Supplemental Indenture (Brookfield Asset Management Inc.)
Negative Pledge. The (a) Subject to the following exceptions, the Company will not itselfnot, and will not permit any Manufacturing Subsidiary toNNI, incur, to issue, assumeassume or guarantee any Funded Debt secured by, guarantee or suffer to exist and will not secure any notesFunded Debt by, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, a Mortgage upon any Principal Domestic Manufacturing Property property of the Company or NNI (whether now owned or hereafter acquired) without in any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without case effectively providing concurrently therewith that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) Loans shall be secured equally and ratably with (or prior to) such secured Funded Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Funded Debt secured by:
(ai) Pledges Purchase Money Mortgages;
(ii) Mortgages on property of property of, or on any shares of stock of or Debt of, any a corporation existing at the time such corporation becomes is liquidated or merged into, or amalgamated or consolidated with, the Company or NNI or at the time of a Manufacturing Subsidiarysale, lease or other disposition to the Company or NNI of the properties of a corporation as, or substantially as, an entirety;
(biii) Pledges Mortgages to secure indebtedness of NNI to the Company or to secure indebtedness of the Company to NNI;
(iv) Mortgages in favor of the Company United States, Canada or any Manufacturing Subsidiary;
(c) Pledges Province thereof, or any department, agency or instrumentality or political subdivision thereof, or in favor of any governmental body other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) statute or to secure any indebtedness incurred or guaranteed for the payment purpose of financing or refinancing all or any part of the purchase price thereof of the property, shares of capital stock or indebtedness subject to secure any Debt incurred prior to, at the time ofsuch Mortgages, or within 60 days afterthe cost of constructing or improving the property subject to such Mortgages (including, the acquisition of such property without limitation, Mortgages incurred in connection with pollution control, industrial revenue or shares or Debt for the purpose of financing all or any part of the purchase price thereofsimilar financings); and
(ev) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a ) in whole or in part, part of any Pledge Mortgage existing at the Effective Date or any Mortgage referred to in the foregoing clauses (ai) to through (div), inclusive; , provided, however, that the principal amount of the Funded Debt secured thereby shall not exceed the principal amount of the Funded Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property (plus improvements and construction on such property, shares of stock ) or Debt indebtedness that secured was subject to the Pledge Mortgage so extended, renewed or replaced replaced.
(plus improvements b) Notwithstanding the foregoing, the Company or NNI may issue, assume or guarantee Funded Debt secured by, or secure Funded Debt by, a Mortgage upon any property of the Company or NNI that would otherwise be subject to the foregoing restrictions, provided the aggregate amount of all such Funded Debt would not, after giving effect thereto, exceed $100,000,000.
(c) The Company will not, and will not permit NNI to, enter into any Financing Leases covering any property of NNI or the Company unless: (1) immediately thereafter the sum of (i) the Attributable Debt in respect of all Financing Leases entered into on such property).or after the Effective Date and (ii) the aggregate amount of all Funded Debt secured by a Mortgage (exclusive of any secured Funded Debt permitted by clauses (i) through (v) of subsection (a) of this Section 5.04) does not exceed 15% of the Company's Consolidated Net Tangible Assets;
Appears in 2 contracts
Samples: Credit Agreement (Nortel Networks LTD), Credit Agreement (Nortel Networks Corp)
Negative Pledge. The Company will not itselfFor so long as any of the Notes remain outstanding, and will not permit neither the Issuer nor the Guarantor shall create any Manufacturing Subsidiary tomortgage, incurcharge, issuehypothec, assumepledge, guarantee or suffer to exist any notes, bonds, debentures lien or other similar evidences security on any of their respective assets to secure any indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”)money, without effectively providing that also at the Obligations (together with, if the Company shall so determine, any other Debt of the Company same time or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured prior thereto securing equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of that other indebtedness for borrowed money all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of Notes then outstanding or the Consolidated Net Tangible Automotive Assets; providedGuarantee, howeveras the case may be, provided that this Section 7.5 covenant shall not apply or operate to Debt secured byprevent:
(a) Pledges any security given in the ordinary course of property ofbusiness to secure any indebtedness payable on demand or maturing within 12 months of the date that such indebtedness is originally incurred, or on any shares of stock of or Debt of, any corporation existing provided:
(i) such security is given at the time such corporation becomes a Manufacturing Subsidiaryindebtedness is incurred;
(ii) such indebtedness does not entirely replace or is not used for the purpose of retiring or repaying any outstanding unsecured indebtedness of the Issuer or the Guarantor; and
(iii) such security does not constitute security on fixed assets or security on the shares of any Subsidiary or Associate of the Guarantor;
(b) Pledges in favor of the Company or any Manufacturing SubsidiaryPurchase Money Mortgage;
(c) Pledges in favor of any governmental body security given to secure progressindebtedness incurred for the construction of townsites, advance employees' housing, warehouses or other payments pursuant to any contract or provision of any statuteoffice premises;
(d) Pledges any security on any asset of propertythe Issuer or the Guarantor that has not been in commercial production during the 12-month period ending on the date hereof, shares of stock or Debt existing has not been in commercial production during the 12-month period ending at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment imposition of all or any part of the purchase price thereof or such security, to secure any Debt indebtedness incurred prior to, for the development or improvement thereof or the development or improvement of any other assets of the Issuer or the Guarantor that have not been in commercial production during the 12-month period ending on the date hereof or have not been in commercial production during the 12-month period ending at the time of, or within 60 days after, of the acquisition imposition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; andsecurity;
(e) any extension, renewal security in favor of the Government of Canada or replacement (of the United States of America or successive extensions, renewals or replacements), as a whole or in part, the government of any Pledge province of Canada or state of the United States of America or any municipality in Canada or the United States of America or any political subdivision, department or agency of any of them;
(f) any renewal, refunding or extension of any security referred to in the foregoing clauses (a) to (d)e) in which the principal outstanding after such renewal, inclusive; provided, however, that such extension, renewal refunding or replacement Pledge shall be extension is not increased and the security is limited to all the assets originally subject thereto and any improvements thereon; or
(g) any other security created by the Issuer or a part the Guarantor if, after giving effect to the creation of such security, the same property, shares aggregate principal amount of stock or Debt that indebtedness secured the Pledge extended, renewed or replaced (plus improvements on by such property)security would not be greater than 5% of Shareholders' Equity.
Appears in 2 contracts
Samples: Indenture, Indenture (Norbord Inc.)
Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate or incur any Lien on any shares of stock, issue, assume, guarantee or suffer to exist any notes, bonds, debentures indebtedness or other similar evidences obligations of indebtedness for money borrowed (notes, bonds, debentures a Restricted Subsidiary or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock stock, indebtedness or other obligations of a Restricted Subsidiary or Debt Principal Property are owned at the date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (or or, at the Company's option, prior to) all indebtedness secured by such secured DebtLien, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured by:
in the case of: (ai) Pledges the creation of property of, or any Lien on any shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 180 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any Lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a Manufacturing Subsidiary;
Subsidiary or any Principal Property subject to any Lien without the assumption thereof, provided that every such Lien referred to in this clause (bi) Pledges shall attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (ii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary;; (iv) any Lien on any Principal Property being constructed or improved securing loans to finance such construction or improvements; (v) any Lien on shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations (including, without limitation, industrial revenue bonds and similar financings); (vi) any mechanics', materialmen's, carriers' or other similar Liens arising in the ordinary course of business with respect to obligations that are not yet due or that are being contested in good faith, (vii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property for taxes, assessments or governmental charges or levies not yet delinquent, or already delinquent but the validity of which is being contested in good faith, (viii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property arising in connection with legal proceedings being contested in good faith, including any judgment Lien so long as execution thereon is stayed, (ix) any landlord's Lien on fixtures located on premises leased by the Company or a Restricted Subsidiary in the ordinary course of business, and tenants' rights under leases, easements and similar Liens not materially impairing the use or value of the property involved, (x) any Lien arising by reason of deposits necessary to qualify the Company or any Restricted Subsidiary to conduct business, maintain self insurance, or obtain the benefit of, or comply with, any law, (xi) Liens on current assets of the Company to secure loans to the Company that mature within twelve months from the creation thereof and that are made in the ordinary course of business, and (xii) any renewal of or substitution for any Lien permitted by any of the preceding clauses (i) through (xi), provided, in the case of a Lien permitted under clause (i), (ii) or (iv), the indebtedness secured is not increased nor the Lien extended to any additional assets.
(cb) Pledges Notwithstanding the provisions of paragraph (a) of this Section, the Company or any Restricted Subsidiary may create or assume Liens in favor addition to those permitted by paragraph (a) of any governmental body to secure progressthis Section, advance and renew, extend or other payments pursuant to any contract or provision of any statute;
(d) Pledges of propertyreplace such liens, shares of stock or Debt existing provided that at the time of acquisition thereof (including acquisition through merger such creation, assumption, renewal, extension or consolidation) or to secure the payment replacement, and after giving effect thereto, Exempted Debt does not exceed 15% of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Net Tangible Assets.
Appears in 2 contracts
Samples: Indenture (Arrow Electronics Inc), Indenture (Arrow Electronics Inc)
Negative Pledge. The Company will not itself, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 7.8 shall not apply to Debt secured by:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).
Appears in 2 contracts
Samples: Credit Agreement (Ford Motor Co), Credit Agreement (Ford Motor Co)
Negative Pledge. The (a) Subject to the following exceptions, the Company will not itselfnot, and will not permit any Manufacturing Subsidiary toNNI, incur, to issue, assumeassume or guarantee any Funded Debt secured by, guarantee or suffer to exist and will not secure any notesFunded Debt by, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, a Mortgage upon any Principal Domestic Manufacturing Property property of the Company or NNI (whether now owned or hereafter acquired) without in any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without case effectively providing concurrently therewith that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) Loans shall be secured equally and ratably with (or prior to) such secured Funded Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Funded Debt secured by:
(ai) Pledges Purchase Money Mortgages;
(ii) Mortgages on property of property of, or on any shares of stock of or Debt of, any a corporation existing at the time such corporation becomes is liquidated or merged into, or amalgamated or consolidated with, the Company or NNI or at the time of a Manufacturing Subsidiarysale, lease or other disposition to the Company or NNI of the properties of a corporation as, or substantially as, an entirety;
(biii) Pledges Mortgages to secure indebtedness of NNI to the Company or to secure indebtedness of the Company to NNI;
(iv) Mortgages in favor of the Company United States, Canada or any Manufacturing Subsidiary;
(c) Pledges Province thereof, or any department, agency or instrumentality or political subdivision thereof, or in favor of any governmental body other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) statute or to secure any indebtedness incurred or guaranteed for the payment purpose of financing or refinancing all or any part of the purchase price thereof of the property, shares of capital stock or indebtedness subject to secure any Debt incurred prior to, at the time ofsuch Mortgages, or within 60 days afterthe cost of constructing or improving the property subject to such Mortgages (including, the acquisition of such property without limitation, Mortgages incurred in connection with pollution control, industrial revenue or shares or Debt for the purpose of financing all or any part of the purchase price thereofsimilar financings); and
(ev) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a ) in whole or in part, part of any Pledge Mortgage existing at the Effective Date or any Mortgage referred to in the foregoing clauses (ai) to through (div), inclusive; , provided, however, that the principal amount of the Funded Debt secured thereby shall not exceed the principal amount of the Funded Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property (plus improvements and construction on such property, shares of stock ) or Debt indebtedness that secured was subject to the Pledge Mortgage so extended, renewed or replaced replaced.
(plus improvements b) Notwithstanding the foregoing, the Company or NNI may issue, assume or guarantee Funded Debt secured by a Mortgage upon any property of the Company or NNI that would otherwise be subject to the foregoing restrictions, and may carry out any other transactions which would otherwise be subject to the foregoing restrictions, provided the aggregate amount of all (1) such Funded Debt and (2) Attributable Debt in respect of all Financing Leases entered into on such property)or after the Effective Date would not, after giving effect thereto, exceed 15% of the Company's Consolidated Net Tangible Assets.
(c) The Company will not, and will not permit NNI to, enter into any Financing Leases covering any property of NNI or the Company unless: (1) immediately thereafter the sum of (i) the Attributable Debt in respect of all Financing Leases entered into on or after the Effective Date and (ii) the aggregate amount of all Funded Debt secured by a Mortgage (exclusive of any secured Funded Debt permitted by clauses (i) through (v) of subsection (a) of this Section 5.04) does not exceed 15% of the Company's Consolidated Net Tangible Assets;
Appears in 2 contracts
Samples: Credit Agreement (Nortel Networks LTD), Credit Agreement (Nortel Networks Corp)
Negative Pledge. The Company will not itselfIf the Borrower or any Subsidiary of the Borrower shall mortgage, and will not permit pledge, encumber, or subject to a lien (hereinafter to “Mortgage” or a “Mortgage”) as security for any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed any property capable of producing oil or gas or any property or asset used primarily in the refining, marketing or transportation of oil or gas which is located in the United States and determined by the Board of Directors of the Borrower, in good faith, to be a principal property (notesany such property, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called a “DebtPrincipal Property”), secured by pledge of, the Borrower will secure or mortgage or lien on, any Principal Domestic Manufacturing Property of will cause such Subsidiary to secure the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured Borrower’s obligations hereunder equally and ratably with (all indebtedness or prior to) such obligations secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, by the aggregate amount of all such secured Debt so secured plus all Attributable Debt Mortgage then being given and with any other indebtedness of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive AssetsBorrower or such Subsidiary then entitled thereto; provided, however, that this Section 7.5 covenant shall not apply to Debt secured byin the case of:
(ai) Pledges any Mortgage existing on the date of this Agreement (whether or not such Mortgage includes an after-acquired property ofprovision);
(ii) any Mortgage, including a purchase money Mortgage, incurred in connection with the acquisition of any property (for purposes hereof the creation of any Mortgage within 180 days after the acquisition or completion of construction of such property shall be deemed to be incurred in connection with the acquisition of such property), the assumption of any Mortgage previously existing on such acquired property or any shares Mortgage existing on the property of stock of or Debt of, any corporation existing at the time when such corporation becomes a Manufacturing SubsidiarySubsidiary of the Borrower;
(biii) Pledges any Mortgage on such property in favor of the Company United States of America, any state, or any Manufacturing Subsidiary;
(c) Pledges in favor agency, department, political subdivision or other instrumentality of any governmental body either, to secure progresspartial, progress or advance payments to the Borrower or other payments any Subsidiary of the Borrower pursuant to the provisions of any contract or provision of any statute;
(div) Pledges any Mortgage on such property in favor of propertythe United States of America, shares any state, or any agency, department, political subdivision or other instrumentality of stock either, to secure borrowings by the Borrower or Debt existing at any Subsidiary of the Borrower for the purchase or construction of the property mortgaged;
(v) any Mortgage in connection with a sale or other transfer of (i) oil or gas in place for a period of time or in an amount such that the purchaser will realize therefrom a specified amount of acquisition thereof money or specified amount of minerals or (including acquisition through merger ii) any interest in property of the character commonly referred to as an “oil payment” or consolidation“production payment”;
(vi) any Mortgage on any property arising in connection with or to secure the payment of all or any part of the purchase price thereof cost of the repair, construction, improvement, alteration, exploration, development or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition drilling of such property or shares or Debt for the purpose of financing all or any part of the purchase price portion thereof; and;
(evii) any extensionMortgage on any pipeline, gathering system, pumping or compressor station, pipeline storage facility, other pipeline facility, drilling equipment, drilling platform, drilling barge, any movable railway, marine or automotive equipment, gas plant, office building, storage tank, or warehouse facility, any of which is located on a Principal Property;
(viii) any Mortgage on any equipment or other personal property used in connection with a Principal Property;
(ix) any Mortgage on a Principal Property arising in connection with the sale of accounts receivable resulting from the sale of oil or gas at the wellhead; or
(x) any renewal of or replacement (or successive extensions, renewals or replacements), as a whole or in part, of substitution for any Pledge referred to in Mortgage permitted under the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)preceding clauses.
Appears in 2 contracts
Samples: Credit Agreement (Marathon Oil Corp), Credit Agreement (Marathon Oil Corp)
Negative Pledge. The Company will not itselfBorrower shall not, and will shall not permit any Manufacturing Subsidiary other Group Company to, create, assume, incur, issue, assume, guarantee or suffer permit to exist any notesLien upon any of its property, bondswhether now owned or hereafter acquired, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byexcept:
(a) Pledges Liens securing payment of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing SubsidiaryObligations;
(b) Pledges in favor Liens securing payment of the Company or any Manufacturing SubsidiaryIndebtedness due under the SVB Term Loan Agreement;
(c) Pledges in favor Liens securing payment of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statutethe Indebtedness due under the HDFC Loan Agreement;
(d) Pledges Liens granted under, and in accordance with, the terms of propertythe Investors’ Rights Agreement;
(e) Liens for taxes, shares of stock assessments or Debt existing other governmental charges or levies not at the time of acquisition delinquent (provided that no foreclosure, sale or other enforcement proceedings in respect thereof (including acquisition through merger or consolidationhave been initiated) or that are being diligently contested in good faith by appropriate proceedings;
(f) carrier’s, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlords’ or other similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside;
(g) Liens created by, or arising under any Applicable Law (in contrast with Liens voluntarily granted) in the ordinary course of business of the Borrower or any of its Subsidiaries in connection with workers’ compensation, unemployment insurance, employers’ health tax or other social security or statutory obligations to employees that secure amounts that are not yet due or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside;
(h) Liens arising pursuant to deposits to secure the payment performance of all bids, trade contracts, or performance bonds and other obligations of a like nature incurred in the ordinary course of business of any part Group Company;
(i) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and temporary investments on deposit in one or more accounts maintained by any Group Company , in each case granted in the ordinary course of business in favor of the purchase price thereof bank or financial institution with which such accounts are maintained, securing amounts owing to such bank or financial institution with respect to cash management and operating account arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part Indebtedness of the purchase price thereofBorrower;
(j) judgment Liens that do not otherwise result in an Event of Default under Section 7.1(g);
(k) Liens specified in Item 6.2(k) of the Disclosure Schedule; and
(el) any extensionother Liens created by any Group Company expressly permitted under this Agreement or any other Loan Document, renewal or replacement (or successive extensions, renewals or replacements), as a whole or may be specifically approved in part, of any Pledge referred to in writing by the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Lender.
Appears in 1 contract
Negative Pledge. The Company Borrower will not itselfnot, and nor will not it permit any Manufacturing Subsidiary of its Subsidiaries to, incurcreate, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of except Liens granted under the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges Security Documents and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byexcept:
(a) Pledges of property of, or any Lien (other than a Lien securing Debt) existing on any shares asset (other than an asset subject to a security interest granted under the Pledge Agreement or the Security Agreement) prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryacquisition;
(b) Pledges Liens for taxes not delinquent or being contested in favor of the Company or any Manufacturing Subsidiarygood faith and by appropriate proceedings;
(c) Pledges in favor of any governmental body deposits or pledges to secure progressobligations under workers' compensation, advance social security or other payments pursuant to any contract similar laws, or provision of any statute;under unemployment insurance; PAGE
(d) Pledges mechanics', workers', materialmen's, warehousemen's, landlords' or other like Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith;
(e) easements, rights-of-way, charges, covenants, restrictions and matters of public record, survey defects and imperfections of title that do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business, in each case affecting real property;
(f) the reservation by any prior grantor of any right, shares title or interest in and to all oil, gas and other hydrocarbon substances, minerals, ores and metals of stock every nature and kind in and under real property that do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;
(g) any Liens securing Capital Financing Debt; provided that such Lien does not attach to any asset other than the asset financed by such Capital Financing Debt existing at and proceeds thereof;
(h) Liens, if any, on credit card receivables sold pursuant to the time Credit Card Agreements that arise under the Credit Card Agreements by virtue of acquisition thereof such sale and proceeds thereof;
(including acquisition through merger or consolidationi) or Liens incurred in the ordinary course of business to secure the performance of surety and indemnity bonds, leases and other contracts (other than to secure Debt);
(j) interests (other than Debt) of a lessor or lessee arising under a lease;
(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of all customs duties in connection with imported goods, which duties are not delinquent or any part are being contested in good faith by appropriate proceedings;
(l) unperfected Liens on inventory arising in the ordinary course of the purchase price thereof or business securing trade accounts payable to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition suppliers of such property inventory which are not past due or shares or Debt for the purpose of financing all or any part of the purchase price thereofwhich are being contested in good faith; and
(em) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to Liens arising in the foregoing clauses ordinary course of its business which (ai) do not attach to any asset subject to a security interest granted under the Security Documents, (d), inclusive; provided, however, that such extension, renewal ii) do not secure Debt or replacement Pledge shall be limited to all any other monetary obligation (other than judgments and appeal bonds not exceeding $2,000,000 in the aggregate) and (iii) do not in the aggregate materially detract from the value of its assets or a part materially impair the use thereof in the operation of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)its business.
Appears in 1 contract
Samples: Credit Agreement (Brylane Inc)
Negative Pledge. The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate or incur or assume any mortgage, issuehypothec, assumecharge, guarantee or suffer to exist any notespledge, bonds, debentures lien or other similar evidences of security interest (each a "mortgage"), securing any indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”"Indebtedness"), secured by pledge ofof or upon any Principal Property, or mortgage on shares of stock or lien onindebtedness of any Restricted Subsidiary, any Principal Domestic Manufacturing Property of now owned or hereafter acquired by the Company or any Manufacturing a Restricted Subsidiary, without making effective provision, and the Company covenants that in any such case it will make or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgagescause to be made effective provision, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that whereby the Obligations Outstanding Securities (together with, if and to the extent the Company shall so determine, any other Debt of the Company indebtedness or of such Manufacturing Subsidiary other obligations then existing or thereafter created ranking equally with the Obligationscreated) shall be secured by such mortgage equally and ratably with (or prior to) such any and all indebtedness and obligations secured Debtor to be secured thereby, so long as such secured Debt Indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing covenants shall not prevent, restrict or apply to Debt secured byany of the following:
(a) Pledges of property ofany mortgage on property, or on any shares of stock or indebtedness of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Restricted Subsidiary;
(b) Pledges in favor any mortgage on any Principal Property existing at the time of acquisition of such Principal Property by the Company or a Restricted Subsidiary, whether or not assumed by the Company or such Restricted Subsidiary; provided, however, that no such mortgage shall extend to any other Principal Property of the Company or any Manufacturing Restricted Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to mortgage on any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof Principal Property (including acquisition through merger any improvements on an existing Principal Property) hereafter acquired or consolidation) constructed by the Company or any Restricted Subsidiary to secure the payment of all or any part of the purchase price thereof or cost of construction of such Principal Property (or to secure any Debt indebtedness incurred prior to, at by the time of, Company or within 60 days after, the acquisition of such property or shares or Debt a Restricted Subsidiary for the purpose of financing all or any part of the purchase price thereof; and
(ethereof or cost of construction thereof or of improvements thereon) any extensioncreated prior to, renewal at the time of or replacement (within 90 days after the later of the acquisition, completion of construction, or successive extensions, renewals or replacements), as a whole or in part, commencement of any Pledge referred to in the foregoing clauses (a) to (d), inclusivefull operation of such Principal Property; provided, however, that no such extensionmortgage shall extend to any other Principal Property of the Company or a Restricted Subsidiary other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the Principal Property so constructed, or the improvement, is located;
(d) any mortgage on any Principal Property of any Restricted Subsidiary to secure Indebtedness owing by it to the Company or to a Restricted Subsidiary;
(e) any mortgage on any Principal Property of the Company or any Restricted Subsidiary in favour of (i) Canada or any Province or Territory thereof, or any political subdivision, department, agency or instrumentality of any of them; or (ii) the United States of America or any State thereof, or any political subdivision, department, agency or instrumentality of any of them, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute;
(f) any mortgage on any Principal Property of the Company or any Restricted Subsidiary existing on the date of this Indenture;
(g) any mortgage on any Principal Property of the Company or any Restricted Subsidiary created for the sole purpose of renewing or refunding any mortgage, referred to in Section 1007(a) through (f), inclusive, above; provided, however, that the Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such renewal or replacement Pledge refunding, and that such renewal or refunding mortgage shall be limited to all or a any part of the same property, shares of stock or Debt that property and improvements thereon which secured the Pledge extended, mortgage renewed or replaced refunded; or
(plus improvements h) any mortgage on any Principal Property created, incurred or assumed to secure Indebtedness of the Company or any Restricted Subsidiary, which would otherwise be subject to the foregoing restrictions of this Section 1007, in an aggregate amount which, together with the aggregate principal amount of other Indebtedness secured by mortgages on Principal Properties then outstanding (excluding any such propertyIndebtedness secured by mortgages covered in Section 1007 (a) through (g), inclusive, above) and the Attributable Debt in respect of all Sale and Leaseback Transactions entered into after the date of this Indenture (not including Attributable Debt with respect to any such Sale and Leaseback Transactions the proceeds of which have been or will be applied in accordance with Section 1008(b)), would not at the time exceed 5% of Consolidated Net Tangible Assets. For purposes of this Section 1007, the following shall not be deemed to be mortgages securing Indebtedness and, accordingly, nothing contained in this section shall prevent, restrict or apply to (i) any acquisition by the Company or any Restricted Subsidiary of any property or assets subject to any reservation or exception under the terms of which any vendor, lessor or assignor creates, reserves or excepts or has created, reserved or excepted an interest in nickel, copper, cobalt, precious metals, oil, gas or any other mineral or timber in place or the proceeds thereof; (ii) any conveyance or assignment under the terms of which the Company or any Restricted Subsidiary conveys or assigns to any Person or Persons an interest in nickel, copper, cobalt, precious metals, oil, gas or any other mineral or timber in place or the proceeds thereof; or (iii) any mortgage upon any property or assets owned or leased by the Company or any Restricted Subsidiary or in which the Company or any Restricted Subsidiary owns an interest to secure to the Person or Persons paying the expenses of developing or conducting operations for the recovery, storage, transportation or sale of the mineral resources of the said property (or property with which it is unitized) the payment to such Person or Persons of the Company's or the Restricted Subsidiary's proportionate part of such development or operating expense.
Appears in 1 contract
Samples: Indenture (Inco LTD)
Negative Pledge. The Company For so long as any of the Notes remain outstanding, neither the Issuer nor any Guarantor will not itselfcreate any mortgage, and will not permit any Manufacturing Subsidiary tocharge, incurhypothec, issuepledge, assume, guarantee or suffer to exist any notes, bonds, debentures Lien or other similar evidences security (“security”) on any of their respective assets to secure any indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”)money, without effectively providing that also at the Obligations (together with, if the Company shall so determine, any other Debt of the Company same time or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured prior thereto securing equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of that other indebtedness for borrowed money all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of Notes then outstanding or the Consolidated Net Tangible Automotive Assets; providedNoteholder Collateral Platform Guarantees, howeveras the case may be, provided that this Section 7.5 shall covenant will not apply or operate to Debt secured byprevent:
(a) Pledges any security given in the ordinary course of property ofbusiness to secure any indebtedness payable on demand or maturing within 12 months of the date that such indebtedness is originally incurred, or on any shares of stock of or Debt of, any corporation existing provided that:
(i) such security is given at the time such corporation becomes a Manufacturing Subsidiaryindebtedness is incurred;
(ii) such indebtedness does not entirely replace or is not used for the purpose of retiring or repaying any outstanding indebtedness of the Issuer or any Guarantor; and
(iii) such security does not constitute security on fixed assets or security on the shares of any Subsidiary of the Issuer;
(b) Pledges in favor of the Company or any Manufacturing SubsidiaryPurchase Money Mortgage;
(c) Pledges in favor of any governmental body security given to secure progressindebtedness incurred for the construction of townsites, advance employees’ housing, warehouses or other payments pursuant to any contract or provision of any statuteoffice premises;
(d) Pledges any security on any asset of propertythe Issuer or any Guarantor that has not been in commercial production during the 12-month period ending on the date hereof, shares of stock or Debt existing has not been in commercial production during the 12-month period ending at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment imposition of all or any part of the purchase price thereof or such security, to secure any Debt indebtedness incurred prior to, for the development or improvement thereof or the development or improvement of any other assets of the Issuer or any Guarantor that have not been in commercial production during the 12-month period ending on the date hereof or have not been in commercial production during the 12-month period ending at the time of, or within 60 days after, of the acquisition imposition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; andsecurity;
(e) any extensionsecurity in favor of the Government of Canada or of the United States of America or the government of any province of Canada or state of the United States of America or any municipality in Canada or the United States of America or any political subdivision, renewal department or replacement (or successive extensions, renewals or replacements), as a whole agency of any of them or in partfavor of the Issuer or any Guarantor;
(f) any security existing on the Issue Date;
(g) any renewal, refunding or extension of any Pledge security referred to in the foregoing clauses (a) to (d)f) in which the principal outstanding after such renewal, inclusive; provided, however, that such extension, renewal refunding or replacement Pledge shall be extension is not increased and the security is limited to all the assets originally subject thereto and any improvements thereon;
(h) any security or a part stock of Non-Guarantor Subsidiaries;
(i) Liens on Escrowed Proceeds for the benefit of the same propertyrelated holders of Additional Notes (or the underwriters or arrangers thereof) or on cash set aside at the time of the incurrence of any Additional Notes or government securities purchased with such cash, shares in either case to the extent such cash or government securities prefund the payment of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements interest on such property)Additional Notes and are held in an escrow account or similar arrangement to be applied for such purpose; or
(j) any other security, if, after giving effect to the creation of such security, the aggregate principal amount of indebtedness secured by such security would not be greater than 5% of Shareholders’ Equity calculated on a pro forma basis for any acquisition since the date of the most recent quarterly or annual balance sheet, as the case may be.
Appears in 1 contract
Samples: Indenture (Norbord Inc.)
Negative Pledge. The following covenant applies to Securities of any series that are designated as senior unsecured debt Securities:
(a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate or incur any Lien on any shares of stock, issue, assume, guarantee or suffer to exist any notes, bonds, debentures indebtedness or other similar evidences obligations of indebtedness for money borrowed (notes, bonds, debentures a Restricted Subsidiary or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock stock, indebtedness or other obligations of a Restricted Subsidiary or Debt Principal Property are owned at the date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (or prior to) all indebtedness secured by such secured DebtLien, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; providedPROVIDED, however, that this Section 7.5 covenant shall not apply to Debt secured by:
in the case of: (ai) Pledges the creation of property of, or any Lien on any shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 180 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any Lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a Manufacturing Subsidiary;
Subsidiary or any Principal Property subject to any Lien without the assumption thereof; (bii) Pledges any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary;
; (civ) Pledges any Lien on any Principal Property being constructed or improved securing loans to finance such construction or improvements; (v) any Lien on shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property incurred in favor connection with the issuance of tax-exempt governmental obligations (including, without limitation, industrial revenue bonds and similar financings); (vi) any mechanics', materialmen's, carriers' or other similar Liens arising in the ordinary course of business with respect to obligations which are not yet due or that are being contested in good faith, (vii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property for taxes, assessments or governmental charges or levies not yet delinquent, or already delinquent but the validity of which is being contested in good faith, (viii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property arising in connection with legal proceedings being contested in good faith, including any judgment Lien so long as execution thereon is stayed, (ix) any landlord's Lien on fixtures located on premises leased by the Company or a Restricted Subsidiary in the ordinary course of business, and tenants' rights under leases, easements and similar Liens not materially impairing the use or value of the property involved, (x) any Lien arising by reason of deposits necessary to qualify the Company or any Restricted Subsidiary to conduct business, maintain self-insurance, or obtain the benefit of, or comply with, any law, (xi) Liens resulting from the deposit of funds or evidences of indebtedness in trust for the purpose of defeasing indebtedness of the Company or of any governmental body of its Subsidiaries, and (xii) Liens existing on property or indebtedness of, or an equity interest in, any corporation, partnership or any other entity at the time such corporation, partnership or other entity becomes a Restricted Subsidiary; (xiii) Liens on the stock, partnership or other equity interest of the Company or any Subsidiary in any Joint Venture or any Subsidiary which owns an equity interest in such Joint Venture, to secure progressDebt, advance provided the amount of such Debt is contributed and/or advanced solely to such Joint Venture; and (xiv) any renewal of or other payments pursuant to substitution for any contract Lien permitted by any of the preceding clauses (i) through (xiii), provided, in the case of a Lien permitted under clause (i), (ii) or provision (iv), the principal amount of any statute;
indebtedness secured thereby does not exceed (dx) Pledges the greater of property, shares of stock or Debt existing (i) the principal amount secured thereby at the time of acquisition thereof such renewal or substitution, and (including acquisition through merger ii) 80% of the fair market value (in the opinion of the Company's Board of Directors) of the properties subject to such renewal or consolidationsubstitution plus (y) any costs incurred in connection with such renewal or to secure substitution.
(b) Notwithstanding the payment provisions of all paragraph (a) of this Section, the Company or any part Restricted Subsidiary may create or assume Liens in addition to those permitted by paragraph (a) of the purchase price thereof this Section, and renew, extend or to secure any Debt incurred prior toreplace such liens, PROVIDED that at the time ofof such creation, assumption, renewal, extension or replacement, and after giving effect thereto, Exempted Debt does not exceed the greater of (x) $50 million, or within 60 days after, the acquisition (y) 15% of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Net Tangible Assets.
Appears in 1 contract
Samples: Indenture (Promus Hotel Corp)
Negative Pledge. The Company Borrower will not itselfnot, and nor will not the Borrower permit any Manufacturing Subsidiary to, incurcreate, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bonds, debentures or other similar evidences of indebtedness for money borrowed except: (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together withi) those Liens, if the Company shall so determineany, any other described on Schedule 5.8, concerning existing Debt of the Company Borrower, to be set forth and described more particularly therein, together with any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any such Lien, provided that such Debt is not secured by any additional assets, and the amount of such Manufacturing Subsidiary then existing Debt secured by any such Lien is not increased; (ii) Liens incidental to the conduct of its business or thereafter created ranking equally with the Obligationsownership of its Properties which (A) shall be secured equally do not secure Debt and ratably with (or prior toB) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, do not in the aggregate materially detract from the value of its Properties or materially impair the use thereof or the operation of its business, including, without limitation, easements, rights of way, restrictive covenants, zoning and other similar restrictions on real property; (iii) materialmen's, mechanics', warehousemen's, carriers', landlords' and other similar statutory Liens which secure Debt or other obligations that are not past due, or, if past due are being contested in good faith by the Borrower or the appropriate Subsidiary by appropriate proceedings; (iv) Liens for taxes not delinquent or taxes being contested in good faith and by appropriate proceedings; (v) pledges or deposits in connection with worker's compensation, unemployment insurance and other social security legislation; (vi) deposits to secure performance of bids, trade contracts, leases, statutory obligations (to the extent not excepted elsewhere herein); (vii) grants of security and rights of setoff in deposit accounts, securities and other properties held at banks or financial institutions to secure the payment or reimbursement under overdraft, letter of credit, acceptance and other credit facilities; (viii) rights of setoff, banker's liens and other similar rights arising solely by operation of law; (ix) Purchase Money Liens, provided that the total amount of all such secured Debt, when aggregated with any Debt so secured plus all Attributable Debt described in clause (x) below then outstanding, does not exceed, at any time, in aggregate amount, fifteen percent (15%) of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Tangible Net Tangible Automotive AssetsWorth; provided, however, that this Section 7.5 shall not apply to Debt secured by:
(ax) Pledges of property of, or Liens on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor of the Company Properties acquired by Borrower or any Manufacturing Subsidiary;
Subsidiary subsequent to the Closing Date, to the extent that (cA) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt such Liens are existing at the time of acquisition, (B) the Debt secured thereby is not secured by any other Properties of Borrower or such Subsidiary except the acquired Properties, (C) the amount of such Debt so secured thereby is not increased at or subsequent to the acquisition thereof and (including acquisition through merger or consolidationD) or to secure the payment total amount of all or such Debt secured by all such acquired Properties, when aggregated with all Purchase Money Debt then outstanding, does not exceed at any part time, in aggregate amount, fifteen percent (15%) of Tangible Net Worth; together with any Lien arising out of the purchase price thereof or to secure any Debt incurred prior torefinancing, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, refunding of any Pledge referred to Debt secured by any such Lien, provided that such Debt is not secured by any additional assets, and the amount of such Debt secured by any such Lien is not increased; (xi) capital leases made in the foregoing clauses ordinary course of business (a) to (d), inclusive; providedbut excluding, however, that sale-leaseback transactions in any event) in which there is no provision for title to the leased Property to pass to the Borrower or such extension, renewal or replacement Pledge shall be limited to all or a part Subsidiary at the expiration of the same property, shares lease term or as to which no bargain purchase option exists; and (xii) rights of stock lessors in respect of Properties leased to the Borrower or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)its Subsidiaries under operating leases.
Appears in 1 contract
Samples: Credit Agreement (Avado Brands Inc)
Negative Pledge. The Company So long as any Note of a Series remains outstanding, the Issuer will not itselfcreate or have outstanding any mortgage, and will not permit any Manufacturing Subsidiary charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, incurany of its present or future business, issueundertaking, assumeassets or revenues (including any uncalled capital) to secure any Relevant Indebtedness unless the Issuer, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property in the case of the Company creation of a Security Interest, before or any Manufacturing Subsidiaryat the same time and, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, in any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally case, promptly, takes any and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply action necessary to Debt secured byensure that:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at all amounts payable by it under the time such corporation becomes a Manufacturing Subsidiary;Notes are secured by the Security Interest equally and rateably with the Relevant Indebtedness,
(b) Pledges in favor of the Company or any Manufacturing Subsidiary;such Security Interest is terminated,
(c) Pledges in favor such other arrangement (whether or not it includes the giving of any governmental body to secure progressa Security Interest) is provided for the benefit of the Noteholders as is approved by an Extraordinary Resolution of the Noteholders of such Series, advance or other payments pursuant to any contract or provision of any statute;or
(d) Pledges such Security Interest is provided as is approved by an Extraordinary Resolution of propertythe Noteholders of such Series. Nothing in this Condition 4.1 shall prevent the Issuer from creating or permitting to subsist any Security Interest upon, shares or with respect to, any present or future business, undertaking, assets or revenues (including any uncalled capital) or any part thereof that is created pursuant to: (i) a bond, note or other indebtedness whereby the payment obligations are secured by a segregated pool of stock assets (whether held by the Issuer or Debt any third party guarantor) (any such bond, note or other indebtedness, a “Covered Bond”) or (ii) any securitisation of receivables or other payment rights, asset-backed financing or similar financing structure (created in accordance with normal market practice) and whereby all payment obligations secured by such Security Interest or having the benefit of such Security Interest are to be discharged principally from such business, undertaking, assets or revenues (or in the case of Direct Recourse Securities, by direct unsecured recourse to the Issuer); provided that the aggregate then-existing balance sheet value of receivables or other assets subject to any Security Interest created in respect of: (A) Covered Bonds that are Relevant Indebtedness and (B) any other secured Relevant Indebtedness (other than Direct Recourse Securities) of the Issuer, when added to the outstanding principal amount of all Direct Recourse Securities that are Relevant Indebtedness, does not, at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part incurrence thereof, exceed 15% of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part consolidated total assets of the purchase price thereof; and
Issuer (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to shown in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part most recent audited consolidated financial statements of the same property, shares of stock or Debt that secured Issuer prepared in accordance with the Pledge extended, renewed or replaced BRSA accounting and reporting principles related to the procedures and principles regarding banks’ accounting practices (plus improvements on such propertythe “BRSA Principles”)).
Appears in 1 contract
Samples: Agency Agreement
Negative Pledge. The Company So long as any Note remains outstanding (as defined in the Agency Agreement) the Issuer will not itselfcreate or have outstanding any mortgage, and will not permit any Manufacturing Subsidiary charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, incurany of its present or future business, issueundertaking, assume, guarantee assets or suffer revenues (including any uncalled capital) to exist secure any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed Relevant Indebtedness (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”as defined below), secured by pledge ofunless the Issuer, or mortgage or lien on, any Principal Domestic Manufacturing Property in the case of the Company creation of a Security Interest, before or any Manufacturing Subsidiaryat the same time and, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, in any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally case, promptly, takes any and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply action necessary to Debt secured byensure that:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at all amounts payable by it under the time such corporation becomes a Manufacturing Subsidiary;Notes are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or
(b) Pledges such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) is provided as is approved by an Extraordinary Resolution (which is defined in favor the Agency Agreement as a resolution duly passed by a majority of not less than 75 per cent. of the Company votes cast) of the Noteholders. Nothing in this Condition 4 shall prevent the Issuer from creating or permitting to subsist any Manufacturing Subsidiary;
(c) Pledges in favor Security Interest upon, or with respect to, any of its present or future business, undertakings, assets or revenues including any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all uncalled capital or any part thereof which is created pursuant to (i) any Relevant Indebtedness whereby the payment obligations in connection therewith are secured on a segregated pool of assets (whether held by the Issuer or any third party guarantor) (any such instrument, a “Covered Bond”), or (ii) any securitisation of receivables, asset-backed financing or similar financing structure (created in accordance with then prevailing market practice) and whereby all payment obligations secured by such Security Interest or having the benefit of such Security Interest are to be discharged solely from such assets or receivables (“Non-Recourse Securities”) (or in the case of Direct Recourse Securities, by direct unsecured recourse to the Issuer), provided that the aggregate then-existing balance sheet value of receivables subject to any Security Interest created in respect of an issuance of (A) Covered Bonds and (B) any other secured Relevant Indebtedness (including, the nominal amount of any outstanding Direct Recourse Securities but excluding Non-Recourse Securities), does not, on the date of the purchase price thereof or to secure any Debt incurred prior torelevant issuance, at the time of, or within 60 days after, the acquisition exceed 15 per cent. of such property or shares or Debt for the purpose of financing all or any part consolidated total assets of the purchase price thereof; and
Issuer and its Subsidiaries (eif any) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to shown in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part then most recent audited consolidated financial statements of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such propertyIssuer prepared in accordance with BRSA Principles).
Appears in 1 contract
Samples: Fiscal Agency Agreement
Negative Pledge. The Company Such Borrower will not itself, pledge or otherwise subject to any lien any property or assets of such Borrower unless the Loans and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences the Obligations of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), such Borrower under this Agreement are secured by pledge of, or mortgage or such lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such all other obligations secured Debt, thereby so long as such secured Debt other obligations shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall such covenant will not apply to Debt secured byliens securing obligations which do not in the aggregate at any one time outstanding exceed 20% of Net Tangible Assets (as defined below) of such Borrower and its Consolidated Subsidiaries and also will not apply to:
(a) Pledges the pledge of property ofany assets of such Borrower to secure any financing by such Borrower of the exporting of goods to or between, or on any shares the marketing thereof in, jurisdictions other than the United States, Puerto Rico, Canada, the Netherlands, Germany and the United Kingdom in connection with which such Borrower reserves the right, in accordance with customary and established banking practice, to deposit, or otherwise subject to a lien, cash, securities or receivables, for the purpose of stock securing banking accommodations or as the basis for the issuance of bankers' acceptances or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryin aid of other similar borrowing arrangements;
(b) Pledges the pledge of receivables of such Borrower payable in favor of currencies other than US Dollars to secure borrowings in jurisdictions other than the Company or any Manufacturing SubsidiaryUnited States, Puerto Rico, Canada, the Netherlands, Germany and the United Kingdom;
(c) Pledges any deposit of assets of such Borrower in favor of any governmental body bodies to secure progress, advance or other payments pursuant to any under a contract or provision of any statute;
(d) Pledges any lien or charge on any property of propertysuch Borrower, shares of stock tangible or Debt intangible, real or personal, existing at the time of acquisition thereof or construction of such property (including acquisition through merger or consolidation) or given to secure the payment of all or any part of the purchase or construction price thereof or to secure any Debt indebtedness incurred prior to, at the time of, or within 60 days one year after, the acquisition or completion of such property or shares or Debt construction thereof for the purpose of financing all or any part of the purchase or construction price thereof; NYDOCS03/828371
(e) bankers’ liens or rights of offset;
(f) any lien securing the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, obtaining of advances or credit or the securing of debt, if made and continuing in the ordinary course of business;
(g) any lien to secure nonrecourse obligations in connection with such Borrower's engaging in leveraged or single-investor lease transactions;
(h) any lien to secure payment obligations with respect to (x) rate swap transactions, swap options, basis swaps, forward rate transactions, commodity swaps, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, credit protection transactions, credit swaps, credit default swaps, credit default options, total return swaps, credit spread transactions, repurchase transactions, reverse repurchase transactions, buy/sell-back transactions, securities lending transactions, weather index transactions, or forward purchases or sales of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions), or (y) transactions that are similar to those described above;
(i) for the avoidance of doubt, any lien or security interest granted or arising in connection with a bona fide securitization transaction by which such Borrower sells vehicle loan receivables, vehicle installment contracts, vehicle leases (together with or without the underlying vehicles), and/or other receivables or assets, the records relating thereto and the proceeds, rights and benefits accruing to it thereunder (the “Securitized Assets”) and underlying vehicles if not included with the Securitized Assets to a trust or entity established for the purpose of, among other things, purchasing, holding or owning Securitized Assets; and
(ej) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a in whole or in part, of any Pledge lien, charge or pledge referred to in the foregoing clauses (a) to (di), inclusive, of this Section 6.5; provided, however, that the amount of any and all obligations and indebtedness secured thereby shall not exceed the amount thereof so secured immediately prior to the time of such extension, renewal or replacement and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that property which secured the Pledge charge or lien so extended, renewed or replaced (plus improvements on such property).
Appears in 1 contract
Negative Pledge. The Company So long as any of the Notes remain outstanding, the Issuer will not itselfnot, and the Issuer will not permit procure that none of its Subsidiaries will, create or have outstanding any Manufacturing Subsidiary tomortgage, incurcharge, issuelien, assume, guarantee or suffer to exist any notes, bonds, debentures pledge or other similar evidences security interest, including the entry into of indebtedness for money borrowed any Sale and Lease Back Transaction (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called each a “DebtSecurity Interest”), secured by pledge ofother than a Permitted Security Interest, upon, or mortgage or lien onwith respect to, any Principal Domestic Manufacturing Property or shares or equity stock of any Restricted Subsidiary to secure any Relevant Indebtedness, unless the Issuer, in the case of the Company creation of a Security Interest, before or at the same time and, in any Manufacturing Subsidiaryother case, promptly, takes any and all action necessary to ensure that:
(a) all amounts payable by it under the Notes are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or
(b) such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) is provided as is approved by an Extraordinary Resolution, except that the Issuer and any of its Subsidiaries may at any time create a Security Interest upon, or with respect to, any Principal Property or shares of or equity stock of any Restricted Subsidiary to secure Relevant Indebtedness or Debt enter into a Sale and Lease Back Transaction with respect to any Principal Property without so securing amounts payable by the Issuer under the Notes if at that time the sum of:
(i) the total amount of outstanding Relevant Indebtedness secured by Security Interests upon, or with respect to, all Principal Properties or shares or equity stock of Restricted Subsidiaries without taking account of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would and excluding any Relevant Indebtedness secured by Permitted Security Interests; and
(ii) the Attributable Value of all Sale and Leaseback Transactions entered into after the Issue Date and not otherwise permitted under these Conditions, does not exceed 5% an amount equal to the greater of US$200,000,000 (or its equivalent in any other currency or currencies) or 10 per cent. of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor Assets of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Issuer.
Appears in 1 contract
Samples: Fiscal Agency Agreement
Negative Pledge. The Company Borrower will not itselfnot, and nor will not it ---------------- permit any Manufacturing Subsidiary of its Subsidiaries to, incurcreate, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of except Liens granted under the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges Security Documents and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byexcept:
(a) Pledges of property of, or any Lien (other than a Lien securing Debt) existing on any shares asset (other than an asset subject to a security interest granted under the Pledge Agreement or the Security Agreement) prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryacquisition;
(b) Pledges Liens for taxes not delinquent or being contested in favor of the Company or any Manufacturing Subsidiarygood faith and by appropriate proceedings;
(c) Pledges in favor of any governmental body deposits or pledges to secure progressobligations under workers' compensation, advance social security or other payments pursuant to any contract similar laws, or provision of any statuteunder unemployment insurance;
(d) Pledges mechanics', workers', materialmen's, warehousemen's, landlords' or other like Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith;
(e) easements, rights-of-way, charges, covenants, restrictions and matters of public record, survey defects and imperfections of title that do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business, in each case affecting real property;
(f) the reservation by any prior grantor of any right, shares title or interest in and to all oil, gas and other hydrocarbon substances, minerals, ores and metals of stock every nature and kind in and under real property that do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;
(g) any Liens securing Capital Financing Debt; provided that such Lien -------- does not attach to any asset other than the asset financed by such Capital Financing Debt existing at and proceeds thereof;
(h) Liens, if any, on credit card receivables sold pursuant to the time Credit Card Agreements that arise under the Credit Card Agreements by virtue of acquisition thereof such sale and proceeds thereof;
(including acquisition through merger or consolidationi) or Liens incurred in the ordinary course of business to secure the performance of surety and indemnity bonds, leases and other contracts (other than to secure Debt);
(j) interests (other than Debt) of a lessor or lessee arising under a lease;
(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of all customs duties in connection with imported goods, which duties are not delinquent or any part are being contested in good faith by appropriate proceedings;
(l) unperfected Liens on inventory arising in the ordinary course of the purchase price thereof or business securing trade accounts payable to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition suppliers of such property inventory which are not past due or shares or Debt for the purpose of financing all or any part of the purchase price thereofwhich are being contested in good faith; and
(em) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to Liens arising in the foregoing clauses ordinary course of its business which (ai) do not attach to any asset subject to a security interest granted under the Security Documents, (d), inclusive; provided, however, that such extension, renewal ii) do not secure Debt or replacement Pledge shall be limited to all any other monetary obligation (other than judgments and appeal bonds not exceeding $2,000,000 in the aggregate) and (iii) do not in the aggregate materially detract from the value of its assets or a part materially impair the use thereof in the operation of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)its business.
Appears in 1 contract
Samples: Credit Agreement (Brylane Inc)
Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate or incur any mortgage or pledge, issue, assume, guarantee or suffer to exist as security for any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notesmoney, bonds, debentures on or other similar evidences of any shares of stock or indebtedness for money borrowed being herein called “Debt”), secured owing by pledge of, a Restricted Subsidiary or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock or indebtedness of a Restricted Subsidiary or Debt Principal Property are owned at the date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (all indebtedness secured by such mortgage or prior to) such secured Debtpledge, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured byin the case of:
(ai) Pledges the creation of property ofany mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 360 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock or indebtedness of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock or indebtedness of a Manufacturing SubsidiarySubsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that every such mortgage, pledge or lien referred to in this clause (i) shall attach only to the shares of stock or indebtedness of a Subsidiary or any Principal Property so acquired and improvements thereon and accessions thereto;
(bii) Pledges any mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or any Principal Property existing at the date of this Indenture;
(iii) any mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary;
(civ) Pledges in favor any mortgage, pledge or other lien existing on any Principal Property prior to the acquisition thereof by the Company or any of its Subsidiaries or existing on any Principal Property of any governmental body to secure progress, advance Person that becomes a Restricted Subsidiary after the date hereof or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, on its shares of stock or Debt existing indebtedness at or prior to the time such Person becomes a Restricted Subsidiary; provided that (x) such mortgage, pledge or other lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, (y) such mortgage, pledge or other lien shall not apply to any other Principal Property of the Company or any of its Subsidiaries and (z) such mortgage, pledge or other lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary and improvements thereon and accessions thereto;
(v) liens under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the repayment of debt), or deposits to secure public or statutory obligations of the Company or any Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which the Company or any 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 on standard industry terms imposed by charter parties or under contracts of affreightment, or margin posted to secure payment or performance under futures, forwards or swap agreements, and other obligations of a like nature, in each case 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 Subsidiary with respect to which the Company or such 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 acquisition thereof (including acquisition through merger execution pending such appeal or consolidation) proceedings for review, or liens for property taxes not yet subject to secure penalties for non-payment or the payment amount or validity of all which is being in good faith contested by appropriate proceedings by the Company or any part of Subsidiary, as the purchase price thereof case may be, or to secure any Debt incurred prior tominor survey exceptions, at the time minor encumbrances, easements or reservations of, or within 60 days afterrights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the acquisition use of real properties, which liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion 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 Subsidiaries;
(vi) liens on any oil and/or gas properties or other mineral interests of the Company or any of its Subsidiaries, whether developed or undeveloped, arising (x) as security for the Company or such Subsidiary's costs and expenses incurred by it in connection with the exploration, development or operation of such property properties, in favor of a person who is conducting the exploration, development or shares operation of such properties, or Debt for (y) in connection with farmout, dry hole, bottom hole, communitization, unitization, pooling and operating agreements and/or other agreements of like general nature incident to the purpose acquisition, exploration, development and operation of financing all such properties or as required by regulatory agencies having jurisdiction in the premises;
(vii) overriding royalties, royalties, production payments, net profits interests or like interests to be paid out of production from oil and/or gas properties or other mineral interests of the Company or any part of its Subsidiaries, or to be paid out of the purchase price thereofproceeds from the sale of any such production;
(viii) liens securing indebtedness in connection with any industrial development bond financing, or pollution control revenue bond financing, or similar financing transaction; and
(eix) any extension, renewal renewal, or replacement (or successive extensions, renewals or replacements), as a ) in whole or in part, part of any Pledge mortgage, pledge or other lien referred to in the foregoing clauses (ai) to (d), viii) inclusive; provided, however, that the principal amount of debt secured thereby shall not exceed the principal amount of debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that property which secured the Pledge mortgage so extended, renewed or replaced (plus improvements on and accessions to such property).
(b) Notwithstanding the foregoing provisions of this SECTION 10.03, the Company and any one or more Restricted Subsidiaries may issue, assume or guarantee debt secured by mortgage, pledge or other lien which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other debt of the Company and its Restricted Subsidiaries which (if originally issued, assumed or guaranteed at such time) would otherwise be subject to the foregoing restrictions and Attributable Debt in respect of sale and lease-back arrangements not covered by SECTION 10.04, does not at the time exceed 15% of Consolidated Net Tangible Assets.
Appears in 1 contract
Samples: Indenture (Amerada Hess Corp)
Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate or incur any mortgage or pledge, issue, assume, guarantee or suffer to exist as security for any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notesmoney, bonds, debentures on or other similar evidences of any shares of stock or indebtedness for money borrowed being herein called “Debt”), secured owing by pledge of, a Restricted Subsidiary or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock or indebtedness of a Restricted Subsidiary or Debt Principal Property are owned at the date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (all indebtedness secured by such mortgage or prior to) such secured Debtpledge, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured byin the case of:
(ai) Pledges the creation of property ofany mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 360 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock or indebtedness of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock or indebtedness of a Manufacturing SubsidiarySubsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that every such mortgage, pledge or lien referred to in this clause (i) shall attach only to the shares of stock or indebtedness of a Subsidiary or any Principal Property so acquired and improvements thereon and accessions thereto;
(bii) Pledges any mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or any Principal Property existing at the date of this Indenture;
(iii) any mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary;
(civ) Pledges in favor any mortgage, pledge or other lien existing on any Principal Property prior to the acquisition thereof by the Company or any of its Subsidiaries or existing on any Principal Property of any governmental body to secure progress, advance Person that becomes a Restricted Subsidiary after the date hereof or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, on its shares of stock or Debt existing indebtedness at or prior to the time such Person becomes a Restricted Subsidiary; provided that (x) such mortgage, pledge or other lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, (y) such mortgage, pledge or other lien shall not apply to any other Principal Property of the Company or any of its Subsidiaries and (z) such mortgage, pledge or other lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary and improvements thereon and accessions thereto;
(v) liens under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the repayment of debt), or deposits to secure public or statutory obligations of the Company or any Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which the Company or any 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 on standard industry terms imposed by charter parties or under contracts of affreightment, or margin posted to secure payment or performance under futures, forwards or swap agreements, and other obligations of a like nature, in each case 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 Subsidiary with respect to which the Company or such 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 acquisition thereof (including acquisition through merger execution pending such appeal or consolidation) proceedings for review, or liens for property taxes not yet subject to secure penalties for non-payment or the payment amount or validity of all which is being in good faith contested by appropriate proceedings by the Company or any part of Subsidiary, as the purchase price thereof case may be, or to secure any Debt incurred prior tominor survey exceptions, at the time minor encumbrances, easements or reservations of, or within 60 days afterrights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the acquisition use of real properties, which liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion 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 Subsidiaries;
(vi) liens on any oil and/or gas properties or other mineral interests of the Company or any of its Subsidiaries, whether developed or undeveloped, arising (x) as security for the Company or such Subsidiary's costs and expenses incurred by it in connection with the exploration, development or operation of such property properties, in favor of a person who is conducting the exploration, development or shares operation of such properties, or Debt for (y) in connection with farmout, dry hole, bottom hole, communitization, unitization, pooling and operating agreements and/or other agreements of like general nature incident to the purpose acquisition, exploration, development and operation of financing all such properties or as required by regulatory agencies having jurisdiction in the premises;
(vii) overriding royalties, royalties, production payments, net profits interests or like interests to be paid out of production from oil and/or gas properties or other mineral interests of the Company or any part of its Subsidiaries, or to be paid out of the purchase price thereofproceeds from the sale of any such production;
(viii) liens securing indebtedness in connection with any industrial development bond financing, or pollution control revenue bond financing, or similar financing transaction; and
(eix) any extension, renewal renewal, or replacement (or successive extensions, renewals or replacements), as a ) in whole or in part, part of any Pledge mortgage, pledge or other lien referred to in the foregoing clauses (ai) to (d), viii) inclusive; provided, however, that the principal amount of debt secured thereby shall not exceed the principal amount of debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that property which secured the Pledge mortgage so extended, renewed or replaced (plus improvements on and accessions to such property).
(b) Notwithstanding the foregoing provisions of this Section 4.03, the Company and any one or more Restricted Subsidiaries may issue, assume or guarantee debt secured by mortgage, pledge or other lien which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other debt of the Company and its Restricted Subsidiaries which (if originally issued, assumed or guaranteed at such time) would otherwise be subject to the foregoing restrictions and Attributable Debt in respect of sale and lease-back arrangements not covered by 4.04(a), does not at the time exceed 15% of Consolidated Net Tangible Assets.
Appears in 1 contract
Samples: Indenture (Amerada Hess Corp)
Negative Pledge. The Company No Loan Party nor any Subsidiary of a --------------- Loan Party will not itselfcreate, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byexcept:
(a) Pledges Liens existing on the date of property ofthis Agreement encumbering assets other than Collateral securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $135,000,000, or all of which are set forth on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing SubsidiarySchedule 5.11;
(b) Pledges Liens for taxes, assessments or similar charges, incurred in favor the ordinary course of the Company business that are not yet due and payable or any Manufacturing Subsidiarythat are being contested in good faith and with due diligence by appropriate proceedings;
(c) Pledges in favor of any governmental body to secure progress, advance or Lien on any asset (other payments pursuant to any contract or provision of any statute;
(dthan Collateral) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any securing Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt assumed for the purpose of financing all or any part of the purchase price cost of acquiring such asset and permitted under Section 5.29(c), provided that such -------- Lien attaches to such asset concurrently with the acquisition thereof;
(d) pledges or deposits made in the ordinary course of business to secure payment of workers' compensation, or to participate in any fund in connection with workers' compensation, unemployment insurance, old-age pensions or other social security programs;
(e) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that are not yet due and payable;
(f) good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of twenty percent (20%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business;
(g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased;
(h) encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially impairs the use of such property by Borrower in the operation of its business, and none of which is violated in any material respect by existing or proposed restrictions on land use;
(i) any Lien on Margin Stock; and
(ej) Liens securing the Agent and the Banks created or arising under the Loan Documents. Notwithstanding anything contained in this Section 5.11 to the contrary, no Loan Party or any extensionSubsidiary of a Loan Party will create, renewal assume or replacement (or successive extensions, renewals or replacements), as a whole or in part, of suffer to exist any Pledge referred to in Lien on the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Collateral.
Appears in 1 contract
Samples: Credit Agreement (Scansource Inc)
Negative Pledge. The Company will not itself, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property In consideration of the Company or any Manufacturing Subsidiaryissuance of the Policy, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debtagrees that, so long as such secured Debt shall be so secured, unless, after giving the Policy remains in effect thereto(and the Insurer is not in default under the Policy) or any Reimbursement Obligation remains unpaid, the aggregate amount of all such secured Debt so secured plus all Attributable Debt Company will not create or suffer to be created or to exist any mortgage, pledge, security interest, or other lien (collectively "Liens") on any of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% Company's utility properties or tangible assets now owned or hereafter acquired to secure any indebtedness (including contingent indebtedness) for borrowed money ("Secured Debt"), unless it shall simultaneously deliver to Trustee for the benefit of the Consolidated Net Tangible Automotive Assets; providedSecurityholders and as security for its payment obligations under the Indenture, however, that this Section 7.5 shall an equal and ratable security interest in the collateral securing such indebtedness. This restriction does not apply to Debt secured by:
(a) Pledges the Company's subsidiaries, nor will it prevent any of them from creating or permitting to exist liens on their property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body assets to secure progressany indebtedness. In addition, advance this restriction does not prevent the creation or other payments pursuant to any contract existence of: · Liens on property or provision of any statute;
(d) Pledges of property, shares of stock or Debt assets existing at the time of acquisition thereof or construction of such property or assets (including or created within one year after completion of such acquisition through merger or construction), whether by purchase, merger, consolidation) , amalgamation, construction or otherwise, or to secure the payment of all or any part of the purchase price thereof or to secure construction cost thereof, including the extension of any Debt incurred prior toLiens for repairs, at renewals, replacements substitutions, betterments, additions, extensions and improvements then or thereafter made on the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part subject thereto; · Financing of the purchase price thereofCompany's accounts receivable for electric and natural gas service; and
(e) any extension· Liens existing on the date hereof and described on Annex B ( including Liens on after-acquired property arising under agreements described in Annex B as such agreements are in effect on the date hereof); · Any extensions, renewal renewals, refinancings, refundings or replacement replacements (or successive extensions, renewals renewals, refinancings, refundings or replacements), as a in whole or in part, of liens permitted by the foregoing clauses; · Liens, in addition to those permitted by the foregoing clauses, granted by the Company to secure Nonrecourse Indebtedness incurred after the date hereof, provided, that the aggregate amount of all indebtedness secured by such Liens shall not at any Pledge referred time exceed $300,000,000; · Other Liens, in addition to those permitted by the foregoing clauses, securing Indebtedness or arising in connection with Securitization Transactions, provided that the sum (without duplication) of all such Indebtedness, plus the aggregate investment or claim held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Securitization Transactions, shall not at any time exceed $300,000,000; and · The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the foregoing permitted issuances of secured debt, secured debt not otherwise so permitted may be issued or permitted to exist in an amount (as measured by the outstanding principal amount thereof less any unamortized issuance expense) that does not exceed 20% of total capitalization. This restriction also will not apply to or prevent the creation or existence of leases (operating or capital) made, or existing on property acquired, in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part ordinary course of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)business.
Appears in 1 contract
Samples: Reimbursement and Insurance Agreement (Delmarva Power & Light Co /De/)
Negative Pledge. The following additional covenant shall apply to the Senior Notes:
5.2.1 So long as any Senior Note remains Outstanding, the Company will not itselfshall not, and will not shall procure that none of its Material Subsidiaries shall, create or permit to subsist any Manufacturing Subsidiary to, incur, issue, assume, guarantee security interest upon the whole or suffer any part of any present or future property or assets to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge secure the repayment of, or mortgage any guarantee or lien onindemnity in respect of, any Principal Domestic Manufacturing Property Indebtedness without (i) at the same time or prior thereto securing the Senior Notes equally and ratably with such securities or otherwise in a manner satisfactory to the Trustee or (ii) providing such other security for the Senior Notes as the Trustee may, in its absolute discretion, deem to be not materially less beneficial to the Holders of Senior Notes or as may be approved by the Holders of at least a majority in principal amount of the Outstanding Senior Notes.
5.2.2 The foregoing restriction shall not apply to any security interest upon the whole or a part of any property or assets of the Company or any Manufacturing Subsidiaryof its Material Subsidiaries, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured bywhich security interest is:
(ai) Pledges of property ofexisting on April 4, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary2006;
(bii) Pledges in favor of to secure any Indebtedness (including Capitalized Lease Obligations) incurred by the Company or any Manufacturing Subsidiary;
(c) Pledges in favor solely for the purposes of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of financing all or any part of the purchase price thereof or the cost of acquisition, design, development, construction, equipping, installation, alteration, repair or improvement of any property or assets acquired by the Company after April 4, 2006; provided that (A) the security interest is confined to secure any Debt incurred prior tosuch property or assets, at (B) the principal amount of Indebtedness secured by such security interest shall not exceed such cost and (C) the security interest attaches to such property or assets concurrently with or within 120 days of the time of, or within 60 days after, of the acquisition of such property or shares assets or Debt the completion of the activity being financed;
(iii) to secure any Indebtedness existing on (A) any property or asset of any entity at the time the Company or one of its Subsidiaries acquire such entity after April 4, 2006, whether by merger, consolidation or otherwise or (B) any property or asset at the time it is acquired by the Company or one of its Subsidiaries after April 4, 2006; provided that in each case such security interest shall not have been created in contemplation of or in connection with such acquisition;
(iv) on the property, assets or accounts of a Material Subsidiary to secure Indebtedness (including Capitalized Lease Obligations) incurred for the purpose of financing all or any part of the purchase price thereof; andor cost of acquisition, design, development, construction, equipping, installation, alteration, repair or improvement of property, plant or equipment of such Material Subsidiary;
(ev) upon any extensiondebt service reserve or similar account of the Company or any of its Material Subsidiaries established or existing for the purpose of servicing payments of principal, renewal interest or other amounts due or payable by the Company or any of its Material Subsidiaries under any agreement, understanding or arrangement pursuant to which the Company or any of its Material Subsidiaries has incurred Indebtedness or (without duplication) evidencing any Indebtedness of the Company or any of its Material Subsidiaries; provided that the total Indebtedness of the Company or of its Material Subsidiaries (taken together) secured by such accounts of the Company or any of its Material Subsidiaries shall not exceed $50.0 million, excluding any Indebtedness permitted to be secured by sub-sections (i) through (iv), (vi), (vii) or (viii) of this Section 5.2.2 of this Indenture;
(vi) a contractual right of setoff pertaining to the pooled deposit and/or sweep accounts of the Company or any of its Material Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business;
(vii) to secure any Indebtedness owing to the Company or to a wholly-owned Material Subsidiary; or
(viii) a refinancing, renewal, extension or replacement (or successive extensions, renewals or replacements), as a in whole or in part, ) of any Pledge referred Indebtedness permitted to in be secured by subsections (i) through (vii) above of Section 5.2.2 of this Indenture; provided that the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part relevant indebtedness is not increased. For the purposes of the same property, shares Section 5.2 of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).this Indenture only:
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Chartered Semiconductor Manufacturing LTD)
Negative Pledge. Limitation on Sale and Leaseback Transactions.
(a) The Company Issuer will not itselfissue, assume, incur or guarantee, and will not permit any Manufacturing Restricted Subsidiary to, incur, to issue, assume, guarantee incur or suffer to exist guarantee, any notesDebt secured by any mortgage, bondspledge, debentures lien or other similar evidences of indebtedness for money borrowed encumbrance (notesany such mortgage, bondspledge, debentures or lien and other similar evidences of indebtedness for money borrowed encumbrance being herein hereinafter called “Debt”), secured by pledge of, or mortgage or lien on, a "Mortgage") upon any Principal Domestic Manufacturing Property of the Company Issuer or any Manufacturing Restricted Subsidiary, or any upon shares of capital stock of or Debt of any Manufacturing Restricted Subsidiary (whether such mortgages, pledges and liens being hereinafter called “Pledge” Principal Manufacturing Property or “Pledges”shares of stock are now owned or hereafter acquired or such Debt is now existing or hereafter incurred or assumed), without in any such case effectively providing providing, concurrently with the issuance or assumption of such Debt, that the Obligations Securities (together with, if the Company Issuer shall so determine, any other Debt of the Company Issuer or of such Manufacturing Restricted Subsidiary ranking equally with the Securities and then existing or thereafter created ranking equally with the Obligationscreated) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Debt secured byto:
(ai) Pledges the creation of Mortgages on any Principal Manufacturing Property (including any improvements on an existing property, as to which the Mortgage may include such underlying real property as the Issuer may deem necessary for the improvement and unnecessary for the operation of any theretofore existing Principal Manufacturing Property on the same or adjoining real property) hereafter acquired by the Issuer or a Restricted Subsidiary prior to, at the time of, or on any shares of stock of or Debt of, any corporation existing at within 180 days after the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor latest of the Company acquisition, completion of construction or any Manufacturing Subsidiary;
(c) Pledges in favor commencement of any governmental body commercial operation of such property, to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure provide for the payment of financing of all or any part of the purchase price thereof or construction of fixed improvements thereon, or, in addition to secure assumptions in transactions contemplated by subparagraph (ii) below, the assumption of any Debt incurred prior to, Mortgage upon any Principal Manufacturing Property hereafter acquired existing at the time ofof such acquisitions, or within 60 days after, the acquisition of any Principal Manufacturing Property subject to any Mortgage without the assumption thereof; provided that the aggregate principal amount of Debt secured by any such property Mortgage so issued, assumed or shares or Debt for the purpose of financing all or any part existing shall not exceed 100% of the purchase price thereof; cost of such Principal Manufacturing Property to the corporation acquiring the same or of the fair value thereof (as determined by resolution adopted by the Board of Directors) at the time of such acquisition, whichever is less, and, provided further, that in the case of any such acquisition, construction or improvement the Mortgage shall not apply to any property theretofore owned by the Issuer or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property so constructed, or the improvement, is located (which unimproved real property may at the option of the Issuer be segregated by legal description from other real property of the Issuer appurtenant to such Principal Manufacturing Property and subjected to the Mortgage related to such construction or improvement);
(eii) any extension, renewal Mortgages on any Principal Manufacturing Property of a corporation which is merged into or replacement consolidated with the Issuer or a Restricted Subsidiary or substantially all of the assets of which are acquired by the Issuer or a Restricted Subsidiary (whether or successive extensions, renewals not the obligations secured by any such Mortgage are assumed by the Issuer or replacementsa Restricted Subsidiary), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, provided that such extensionMortgages were not created in contemplation of such merger, renewal consolidation or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).acquisition;
Appears in 1 contract
Samples: Indenture (Tenneco Packaging Inc)
Negative Pledge. The Company Such Borrower will not itself, pledge or otherwise subject to any lien any property or assets of such Borrower unless the Loans and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences the Obligations of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), such Borrower under this Agreement are secured by pledge of, or mortgage or such lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such all other obligations secured Debt, thereby so long as such secured Debt other obligations shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall such covenant will not apply to Debt secured byliens securing obligations which do not in the aggregate at any one time outstanding exceed 20% of Net Tangible Assets (as defined below) of such Borrower and it Consolidated Subsidiaries and also will not apply to:
(a) Pledges the pledge of property ofany assets of such Borrower to secure any financing by such Borrower of the exporting of goods to or between, or on any shares the marketing thereof in, jurisdictions other than the United States and Puerto Rico in connection with which such Borrower reserves the right, in accordance with customary and established banking practice, to deposit, or otherwise subject to a lien, cash, securities or receivables, for the purpose of stock securing banking accommodations or as the basis for the issuance of bankers' acceptances or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryin aid of other similar borrowing arrangements;
(b) Pledges the pledge of receivables of such Borrower payable in favor of currencies other than United States dollars to secure borrowings in jurisdictions other than the Company or any Manufacturing SubsidiaryUnited States and Puerto Rico;
(c) Pledges any deposit of assets of such Borrower in favor of any governmental body bodies to secure progress, advance or other payments pursuant to any under a contract or provision of any statute;
(d) Pledges any lien or charge on any property of propertysuch Borrower, shares of stock tangible or Debt intangible, real or personal, existing at the time of acquisition thereof or construction of such property (including acquisition through merger or consolidation) or given to secure the payment of all or any part of the purchase or construction price thereof or to secure any Debt indebtedness incurred prior to, at the time of, or within 60 days one year after, the acquisition or completion of such property or shares or Debt construction thereof for the purpose of financing all or any part of the purchase or construction price thereof; and;
(e) bankers’ liens or rights of offset;
(f) any extensionlien securing the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, renewal obtaining of advances or replacement credit or the securing of debt, if made and continuing in the ordinary course of business;
(g) any lien to secure nonrecourse obligations in connection with such Borrower's engaging in leveraged or successive extensionssingle-investor lease transactions;
(h) any lien to secure payment obligations with respect to (x) rate swap transactions, renewals swap options, basis swaps, forward rate transactions, commodity swaps, commodity options, equity or replacementsequity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, credit protection transactions, credit swaps, credit default swaps, credit default options, total return swaps, credit spread transactions, repurchase transactions, reverse repurchase transactions, buy/sell-back transactions, securities lending transactions, weather index transactions, or forward purchases or sales of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions), as or (y) transactions that are similar those described above; (i) for the avoidance of doubt, any lien or security interest granted or arising in connection with a whole bona fide securitization transaction by which such Borrower sells vehicle loan receivables, vehicle installment contracts, vehicle leases (together with or in part, of any Pledge referred to in without the foregoing clauses (a) to (dunderlying vehicles), inclusiveand/or other receivables or assets, the records relating thereto and the proceeds, rights and benefits accruing to it thereunder (the “Securitized Assets”) and underlying vehicles if not included with the Securitized Assets to a trust or entity established for the purpose of, among other things, purchasing, holding or owning Securitized Assets; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).and
Appears in 1 contract
Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate or incur Lien on any shares of stock, issue, assume, guarantee or suffer to exist any notes, bonds, debentures indebtedness or other similar evidences obligations of indebtedness for money borrowed (notes, bonds, debentures a Restricted Subsidiary or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock stock, indebtedness or other obligations of a Restricted Subsidiary or Debt Principal Property are owned at date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (or prior to) all indebtedness secured by such secured DebtLien, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured by:
in the case of: (ai) Pledges the creation of property of, or any Lien on any shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 180 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any Lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a Manufacturing Subsidiary;
Subsidiary or any Principal Property subject to any Lien without the assumption thereof, provided that every such Lien referred to in this clause (bi) Pledges shall attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (ii) any, Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any Lien on any s area of stock, indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary;; (iv) any Lien on any Principal Property being constructed or improved securing loans to finance such construction or improvements; (v) any Lien on shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations (including, without limitation, industrial revenue bonds and similar financings); (vi) any mechanics’, materialmen’s, carriers’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not yet due or that are being contested in good faith, (vii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property for taxes, assessments or governmental charges or levies not yet delinquent, or already delinquent but the validity of which is being contested in good faith, (viii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property arising in connection with legal proceedings being contested in good faith, including any judgment Lien so long as execution thereon is stayed, (ix) any landlord’s Lien on fixtures located on premises leased by the Company or a Restricted Subsidiary in the ordinary course of business, and tenants’ rights under leases, easements and similar Liens not materially impairing the use or value of the property involved, (x) any Lien arising by reason of deposits necessary to qualify the Company or any Restricted Subsidiary to conduct business, maintain self-insurance, or obtain the benefit of, or comply with, any law, and (xi) any renewal of or substitution for any Lien permitted by any of the preceding clauses (i) through (x), provided, in the case of a Lien permitted under clause (i), (ii) or (iv), the indebtedness secured is not increased nor the Lien extended to any additional assets.
(cb) Pledges Notwithstanding the provisions of paragraph (a) of this Section, the Company or any Restricted Subsidiary may create or assume Liens in favor addition to those permitted by paragraph (a) of any governmental body to secure progressthis Section, advance and renew, extend or other payments pursuant to any contract or provision of any statute;
(d) Pledges of propertyreplace such liens, shares of stock or Debt existing provided that at the time of acquisition thereof (including acquisition through merger such creation, assumption, renewal, extension or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any replacement, and after giving effect thereto, Exempted Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)does not exceed 15% Combined Net Worth.
Appears in 1 contract
Samples: Indenture (La Quinta Properties Inc)
Negative Pledge. The Company For so long as any of the Notes remain outstanding, neither the Issuer nor any Guarantor will not itselfcreate any mortgage, and will not permit any Manufacturing Subsidiary tocharge, incurhypothec, issuepledge, assume, guarantee or suffer to exist any notes, bonds, debentures Lien or other similar evidences security (“security”) on any of their respective assets to secure any indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”)money, without effectively providing that also at the Obligations (together with, if the Company shall so determine, any other Debt of the Company same time or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured prior thereto securing equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of that other indebtedness for borrowed money all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of Notes then outstanding or the Consolidated Net Tangible Automotive Assets; providedNoteholder Collateral Platform Guarantees, howeveras the case may be, provided that this Section 7.5 shall covenant will not apply or operate to Debt secured byprevent:
(a) Pledges any security given in the ordinary course of property ofbusiness to secure any indebtedness payable on demand or maturing within 12 months of the date that such indebtedness is originally incurred, or on any shares of stock of or Debt of, any corporation existing provided that:
(i) such security is given at the time such corporation becomes a Manufacturing Subsidiaryindebtedness is incurred;
(ii) such indebtedness does not entirely replace or is not used for the purpose of retiring or repaying any outstanding indebtedness of the Issuer or any Guarantor; and
(iii) such security does not constitute security on fixed assets or security on the shares of any Subsidiary of the Issuer;
(b) Pledges in favor of the Company or any Manufacturing SubsidiaryPurchase Money Mortgage;
(c) Pledges in favor of any governmental body security given to secure progressindebtedness incurred for the construction of townsites, advance employees’ housing, warehouses or other payments pursuant to any contract or provision of any statuteoffice premises;
(d) Pledges any security on any asset of propertythe Issuer or any Guarantor that has not been in commercial production during the 12-month period ending on the date hereof, shares of stock or Debt existing has not been in commercial production during the 12-month period ending at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment imposition of all or any part of the purchase price thereof or such security, to secure any Debt indebtedness incurred prior to, for the development or improvement thereof or the development or improvement of any other assets of the Issuer or any Guarantor that have not been in commercial production during the 12-month period ending on the date hereof or have not been in commercial production during the 12-month period ending at the time of, or within 60 days after, of the acquisition imposition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; andsecurity;
(e) any extensionsecurity in favor of the Government of Canada or of the United States of America or the government of any province of Canada or state of the United States of America or any municipality in Canada or the United States of America or any political subdivision, renewal department or replacement (or successive extensions, renewals or replacements), as a whole agency of any of them or in partfavor of the Issuer or any Guarantor;
(f) any security existing on the Issue Date;
(g) any renewal, refunding or extension of any Pledge security referred to in the foregoing clauses (a) to (d)f) in which the principal outstanding after such renewal, inclusive; provided, however, that such extension, renewal refunding or replacement Pledge shall be extension is not increased and the security is limited to all the assets originally subject thereto and any improvements thereon;
(h) any security on assets or a part stock of Non-Guarantor Subsidiaries;
(i) Liens on Escrowed Proceeds for the benefit of the same propertyrelated holders of Additional Notes (or the underwriters or arrangers thereof) or on cash set aside at the time of the incurrence of any Additional Notes or government securities purchased with such cash, shares in either case to the extent such cash or government securities prefund the payment of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements interest on such property)Additional Notes and are held in an escrow account or similar arrangement to be applied for such purpose; or
(j) any other security, if, after giving effect to the creation of such security, the aggregate principal amount of indebtedness secured by such security would not be greater than 5% of Shareholders’ Equity calculated on a pro forma basis for any acquisition since the date of the most recent quarterly or annual balance sheet, as the case may be.
Appears in 1 contract
Samples: Indenture (Norbord Inc.)
Negative Pledge. The Company will not itselfnot, and it will not permit any Manufacturing Subsidiary of the Company to, incur, issueat any time directly or indirectly create, assume, guarantee incur or suffer permit to exist any notesIndebtedness secured by a pledge, bonds, debentures lien or other similar evidences of indebtedness for money borrowed encumbrance (notesany pledge, bonds, debentures lien or other similar evidences encumbrance being hereinafter in this Section 1.08 referred to as a “lien”) on the voting securities of indebtedness for money borrowed being herein called “Debt”), secured by pledge ofany Significant Subsidiary, or mortgage the voting securities of a Subsidiary of the Company that owns, directly or lien onindirectly, the voting securities of any Significant Subsidiary without making effective provision whereby the Senior Notes then Outstanding (and, if the Company so elects, any Principal Domestic Manufacturing Property other Indebtedness of the Company that is not subordinate to the Senior Notes and with respect to which the governing instruments require, or pursuant to which the Company is otherwise obligated or required, to provide such security) shall be equally and ratably secured with such secured Indebtedness so long as such other Indebtedness shall be secured. If the Company shall hereafter be required to secure the Senior Notes equally and ratably with any other Indebtedness pursuant to this Section 1.08, (i) the Company will promptly deliver to the Trustee an Officer’s Certificate stating that the foregoing covenant has been complied with, and an Opinion of Counsel stating that in the opinion of such counsel the foregoing covenant has been complied with and that any instruments executed by the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or in the performance of such Manufacturing Subsidiary then existing or thereafter created ranking equally the foregoing covenant comply with the Obligationsrequirements of the foregoing covenant and (ii) the Trustee is hereby authorized to enter into an indenture or agreement supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the holders of the Senior Notes so secured. The Trustee shall be secured equally and ratably with have no responsibility for the recording, filing or registration (or prior tofor the rerecording, refiling or reregistration) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance instrument or other payments pursuant to notice at any contract time in any public office or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt elsewhere for the purpose of perfecting, maintaining the perfection of or otherwise making effective any lien upon or with respect to any assets referred to herein, including the recording, filing or registration of any financing all or continuation statement or any part of the purchase price thereof; and
(e) any extension, renewal tax or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)securities form.
Appears in 1 contract
Samples: First Supplemental Indenture (Horace Mann Educators Corp /De/)
Negative Pledge. The Company (a) Without the prior written consent of the Required Lenders, the Borrower will not itself, and will not permit any Manufacturing Subsidiary to, incur, issuecreate, assume, guarantee or suffer to exist any notesLien upon or with respect to any of its properties, bonds, debentures now owned or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge ofhereafter acquired, or mortgage sign or lien on, file under the Uniform Commercial Code of any Principal Domestic Manufacturing Property of jurisdiction a financing statement that names the Company or any Manufacturing SubsidiaryBorrower as debtor, or sign any shares of stock of or Debt of security agreement authorizing any Manufacturing Subsidiary (secured party thereunder to file such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assetsfinancing statement; provided, however, that this Section 7.5 shall not apply the Borrower may grant or suffer to Debt secured byexist any of the following described Liens without the Required Lender's consent:
(ai) Pledges of property of, Liens for taxes or on any shares of stock of assessments or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryother governmental charges or levies if not yet due and payable;
(bii) Pledges Liens imposed by law, such as operators', mechanics', materialmen's, landlords', warehousemen's and carriers' Liens, and other similar Liens, securing obligations incurred in the ordinary course of business which are not past due;
(iii) Liens, pledges, or deposits under workers' compensation, unemployment insurance, Social Security, or similar legislation; and
(iv) Liens, deposits, or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases permitted by the terms of this Agreement, public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds, or other similar obligations arising in the ordinary course of business and each case payment with respect to which is not yet past due;
(v) Liens in favor of the Company or lessor on the property being leased under any Manufacturing Subsidiaryequipment lease entered into by the Borrower in the ordinary course of business;
(cvi) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to Lien on any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any assets securing Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt assumed solely for the purpose of financing all or any part of the purchase price thereofcost of acquiring such assets, provided that such Lien attaches to such assets concurrently with or within 90 days after the acquisition thereof and attaches to no other assets; and
(evii) Liens securing this Agreement and the Notes for the benefit of all Lenders.
(b) Without the prior written consent of the Required Lenders, the Borrower will not permit any extensionSubsidiary to create, renewal assume, or replacement (suffer to exist any Lien upon or successive extensionswith respect to any of such Subsidiary's properties, renewals now owned or replacements)hereafter acquired, as a whole or in part, sign or file under the Uniform Commercial Code of any Pledge referred jurisdiction a financing statement that names such Subsidiary as debtor, or sign any security agreement authorizing any secured party thereunder to in the foregoing clauses (a) to (d), inclusivefile such financing statement; provided, however, that such extension, renewal Subsidiary may grant or replacement Pledge shall be limited suffer to all or a part exist any of the same propertyfollowing described Liens without the Required Lender's consent:
(i) any Lien existing on any asset of such Subsidiary that is identified on Exhibit 6.9, shares except any such Lien which is released subsequent to the date hereof; (ii) any Lien on any assets of stock such Subsidiary created pursuant to or under the trust indentures governing the issuance by such Subsidiary of First Mortgage Bonds; (iii) Liens securing Debt that of such Subsidiary incurred or assumed for the acquisition of property and the construction of facilities by such Subsidiary and secured solely by such property and facilities and for which there is no recourse against any other property or assets of such Subsidiary, any other Subsidiary or the Pledge extended, renewed or replaced (plus improvements on such property).Borrower;
Appears in 1 contract
Negative Pledge. The Company will not itself, and will not permit any Manufacturing Restricted Subsidiary to, incur, issue, assume, or guarantee any loans, whether or suffer to exist not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (loans, notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured after the date hereof by pledge of, or mortgage or lien on, on (i) any Principal Domestic Manufacturing Property of the Company or any Manufacturing Principal Property of any Restricted Subsidiary, or (ii) any shares of capital stock of or Debt of any Manufacturing Restricted Subsidiary or (such mortgages, pledges and liens being hereinafter called “Pledge” iii) any inventory or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt accounts receivable of the Company or any inventory or accounts receivable of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so securedany Restricted Subsidiary, unless, after giving effect thereto, the aggregate amount Attributable Amount in respect of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 510% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 5.06 shall not apply to to, and there shall be excluded from secured Debt in any computation under this Section 5.06, Debt secured by:
(a) Pledges of Mortgages on property of, or on any shares of capital stock of or Debt or inventory or accounts receivable of, any corporation existing at the time such corporation becomes a Manufacturing Restricted Subsidiary or Subsidiary, as the case may be;
(b) Pledges Mortgages in favor of the Company or any Manufacturing Restricted Subsidiary;
(c) Pledges Mortgages in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of Mortgages on property, shares of capital stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or construction thereon or to secure any Debt incurred prior to, at the time of, or within 60 360 days after, after the later of the acquisition of such property or property, shares of capital stock or Debt or the completion of construction for the purpose of financing all or any part of the purchase price thereof; andthereof or construction thereon;
(e) Mortgages securing obligations issued by a State, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the holder by reason of Section 103(a)(1) of the Internal Revenue Code of 1986, as amended, (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations;
(f) Mechanics’, materialmen’s, carriers’, or other like liens arising in the ordinary course of business (including construction of facilities) in respect of obligations which are not due or which are being contested in good faith;
(g) Any Mortgage arising by reason of deposits with, or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulations, which is required by law or governmental regulations as a condition to the transaction of any business, or the exercise of any privilege, franchise or license;
(h) Mortgages for taxes, assessments or governmental charges or levies not yet delinquent, or Mortgages for taxes, assessments or governmental charges or levies already delinquent but the validity of which is being contested in good faith;
(i) Mortgages (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, execution thereon is stayed;
(j) Mortgages (other than on any inventory or accounts receivable of the Company or any Subsidiary) existing at the date hereof;
(k) Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge mortgage referred to in the foregoing clauses (a) to through (d)j) above, inclusive; provided, however, that such extension, renewal or replacement Pledge Mortgage shall be limited to all or a part of the same property, shares of capital stock or Debt that secured the Pledge Mortgage extended, renewed or replaced (plus improvements on such property).; and
(l) Mortgages securing asset-based Debt in an aggregate principal amount not to exceed $750,000,000 at any one time outstanding on inventory and accounts receivable of the Company and its Subsidiaries. In this Section 5.06 the following terms have the following meanings:
Appears in 1 contract
Samples: Credit Agreement (Heinz H J Co)
Negative Pledge. The Company Such Borrower will not itself, pledge or otherwise subject to any lien any property or assets of such Borrower unless the Loans and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences the Obligations of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), such Borrower under this Agreement are secured by pledge of, or mortgage or such lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such all other obligations secured Debt, thereby so long as such secured Debt other obligations shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall such covenant will not apply to Debt secured byliens securing obligations which do not in the aggregate at any one time outstanding exceed 20% of Net Tangible Assets (as defined below) of such Borrower and it Consolidated Subsidiaries and also will not apply to:
(a) Pledges the pledge of property ofany assets of such Borrower to secure any financing by such Borrower of the exporting of goods to or between, or on any shares the marketing thereof in, jurisdictions other than the United States, Puerto Rico and Canada in connection with which such Borrower reserves the right, in accordance with customary and established banking practice, to deposit, or otherwise subject to a lien, cash, securities or receivables, for the purpose of stock securing banking accommodations or as the basis for the issuance of bankers’ acceptances or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryin aid of other similar borrowing arrangements;
(b) Pledges the pledge of receivables of such Borrower payable in favor of currencies other than US Dollars to secure borrowings in jurisdictions other than the Company or any Manufacturing SubsidiaryUnited States, Puerto Rico and Canada;
(c) Pledges any deposit of assets of such Borrower in favor of any governmental body bodies to secure progress, advance or other payments pursuant to any under a contract or provision of any statute;
(d) Pledges any lien or charge on any property of propertysuch Borrower, shares of stock tangible or Debt intangible, real or personal, existing at the time of acquisition thereof or construction of such property (including acquisition through merger or consolidation) or given to secure the payment of all or any part of the purchase or construction price thereof or to secure any Debt indebtedness incurred prior to, at the time of, or within 60 days one year after, the acquisition or completion of such property or shares or Debt construction thereof for the purpose of financing all or any part of the purchase or construction price thereof;
(e) bankers’ liens or rights of offset;
(f) any lien securing the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, obtaining of advances or credit or the securing of debt, if made and continuing in the ordinary course of business;
(g) any lien to secure nonrecourse obligations in connection with such Borrower’s engaging in leveraged or single-investor lease transactions;
(h) any lien to secure payment obligations with respect to (x) rate swap transactions, swap options, basis swaps, forward rate transactions, commodity swaps, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, credit protection transactions, credit swaps, credit default swaps, credit default options, total return swaps, credit spread transactions, repurchase transactions, reverse repurchase transactions, buy/sell-back transactions, securities lending transactions, weather index transactions, or forward purchases or sales of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions), or (y) transactions that are similar those described above;
(i) for the avoidance of doubt, any lien or security interest granted or arising in connection with a bona fide securitization transaction by which such Borrower sells vehicle loan receivables, vehicle installment contracts, vehicle leases (together with or without the underlying vehicles), and/or other receivables or assets, the records relating thereto and the proceeds, rights and benefits accruing to it thereunder (the “Securitized Assets”) and underlying vehicles if not included with the Securitized Assets to a trust or entity established for the purpose of, among other things, purchasing, holding or owning Securitized Assets; and
(ej) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a in whole or in part, of any Pledge lien, charge or pledge referred to in the foregoing clauses (a) to (di), inclusive, of this Section 6.5; provided, however, that the amount of any and all obligations and indebtedness secured thereby shall not exceed the amount thereof so secured immediately prior to the time of such extension, renewal or replacement and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that property which secured the Pledge charge or lien so extended, renewed or replaced (plus improvements on such property).
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Negative Pledge. The Company No Loan Party nor any Subsidiary of a Loan Party will not itselfcreate, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byexcept:
(a) Pledges Liens existing on the date of property ofthis Agreement encumbering assets securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $210,000,000, or all of which are set forth on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing SubsidiarySchedule 5.11;
(b) Pledges Liens on Inventory (i) in favor of IBM Credit Corporation (and its successors and assigns) which are subject to the Company IBM Intercreditor Agreement and (ii) in favor of Textron Financial Corporation (and its successors or any Manufacturing Subsidiaryassigns) which are subject to the Textron Intercreditor Agreement;
(c) Pledges Liens for taxes, assessments or similar charges, incurred in favor the ordinary course of any governmental body to secure progress, advance business that are not yet due and payable or other payments pursuant to any contract or provision of any statutethat are being contested in good faith and with due diligence by appropriate proceedings;
(d) Pledges of property, shares of stock any Lien on any equipment or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any real property securing Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt assumed for the purpose of financing all or any part of the purchase price cost of acquiring such equipment or real property and permitted under Section 5.29(i), provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof;
(e) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs;
(f) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that are not yet due and payable;
(g) good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of twenty percent (20%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business;
(h) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased except to the extent permitted by Section 5.29(h) or (i);
(i) encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially impairs the use of such property by the Company in the operation of its business, and none of which is violated in any material respect by existing or proposed restrictions on land use;
(j) any Lien on Margin Stock;
(k) a Lien encumbering the inventory and accounts receivable of Netpoint securing the indebtedness of Netpoint under a line of credit to be used for working capital purposes by Netpoint in a maximum principal amount not exceeding $1,000,000 at any time;
(l) a Lien on an account receivable that arises by operation of law and secures a performance bond obtained in the ordinary course of business relating to the services performed or goods supplied that gave rise to such account receivable provided that: (1) such Lien is limited to the account receivable arising from the services performed or goods supplied that are the subject of such performance bond; and (2) the Administrative Agent is provided written notice of such performance bond and corresponding account receivable;
(m) Liens securing the IR Bank and BB&T that are subject to the Intercreditor Agreement;
(n) Liens securing the Administrative Agent and the Banks created or arising under the Loan Documents; and
(eo) any extension, renewal Other Liens on assets of the Company or replacement (or successive extensions, renewals or replacements), as a whole or its Subsidiaries to the extent not otherwise included in part, of any Pledge referred to in the foregoing clauses paragraphs (a) through (n) of this Section securing Debt and other liabilities in an aggregate amount not to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)exceed $5,000,000 at any time outstanding.
Appears in 1 contract
Samples: Credit Agreement (Scansource Inc)
Negative Pledge. The Company Borrower will not itself, pledge or otherwise subject to any lien any property or assets of the Borrower unless the Loans and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences the Obligations of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), the Borrower under this Agreement are secured by pledge of, or mortgage or such lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such all other obligations secured Debt, thereby so long as such secured Debt other obligations shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall such covenant will not apply to Debt secured byliens securing obligations which do not in the aggregate at any one time outstanding exceed 5% of Consolidated Net Tangible Assets (as defined below) of the Borrower and its Consolidated Subsidiaries and also will not apply to:
(a) Pledges the pledge of property ofany assets of the Borrower to secure any financing by the Borrower of the exporting of goods to or between, or on any shares the marketing thereof in, jurisdictions other than the United States and Puerto Rico in connection with which the Borrower reserves the right, in accordance with customary and established banking practice, to deposit, or otherwise subject to a lien, cash, securities or receivables, for the purpose of stock securing banking accommodations or as the basis for the issuance of bankers' acceptances or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryin aid of other similar borrowing arrangements;
(b) Pledges in favor the pledge of receivables of the Company or any Manufacturing SubsidiaryBorrower payable in currencies other than United States dollars to secure borrowings in jurisdictions other than the United States and Puerto Rico;
(c) Pledges any deposit of assets of the Borrower with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal by the Borrower from any judgment or decree against it, or in connection with other proceedings in actions at law or in equity by or against the Borrower or in favor of any governmental body Governmental Authority to secure progress, advance or other payments in the ordinary course of the Borrower's business;
(d) any lien or charge on any property of the Borrower, tangible or intangible, real or personal, existing at the time of acquisition or construction of such property (including acquisition through merger or consolidation) or given to secure the payment of all or any part of the purchase or construction price thereof or to secure any indebtedness incurred prior to, at the time of, or within one year after, the acquisition or completion of construction thereof for the purpose of financing all or any part of the purchase or construction price thereof;
(e) any lien in favor of the United States, any State thereof, the District of Columbia, or Puerto Rico or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(df) Pledges any lien securing the performance of propertyany contract or undertaking not directly or indirectly in connection with the borrowing of money, shares obtaining of stock advances or Debt existing at credit or the time securing of acquisition thereof debt, if made and continuing in the ordinary course of business;
(including acquisition through merger or consolidationg) or any lien to secure nonrecourse obligations in connection with the payment of all Borrower's engaging in leveraged or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofsingle-investor lease transactions; and
(eh) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a in whole or in part, of any Pledge lien, charge or pledge referred to in the foregoing clauses (a) to (dg), inclusive, of this Section 6.5; provided, however, that the amount of any and all obligations and indebtedness secured thereby shall not exceed the amount thereof so secured immediately prior to the time of such extension, renewal or replacement and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that property which secured the Pledge charge or lien so extended, renewed or replaced (plus improvements on such property).
Appears in 1 contract
Negative Pledge. The Company will not itselfnot, and will not permit any Manufacturing Subsidiary SPHI to, incurcause or permit to exist, issue, assume, guarantee or suffer agree or consent to cause or permit to exist in the future (upon the happening of a contingency or otherwise), any notesof its Property, whether now owned or hereafter acquired, to be subject to a Lien except:
(i) Liens described in Part 7.13(a)(i) of Annex 3;
(ii) Liens
(A) arising from judicial attachments and judgments,
(B) securing appeal bonds or supersedeas bonds, debentures and
(C) arising in connection with court proceedings (including, without limitation, surety bonds and letters of credit or any other instrument serving a similar purpose), provided that (1) such Liens are fully released within sixty (60) days of their creation or the execution or other similar evidences enforcement of indebtedness for money borrowed such Liens is effectively stayed, (notes2) the claims secured thereby are being contested in good faith and by appropriate proceedings and (3) adequate book reserves in accordance with GAAP shall have been established and maintained and shall exist with respect thereto;
(iii) Liens incurred or deposits made in the ordinary course of business to secure the performance of letters of credit, bondsbids, debentures tenders, sales contracts, leases, statutory obligations, construction obligations, bonds and assessments or improvements, surety and performance bonds (of a type other than set forth in Section 7.13(a)(ii)) and other similar evidences obligations not incurred in connection with the borrowing of indebtedness for money borrowed being herein called “Debt”)money, secured by pledge of, the obtaining of advances or mortgage or lien on, any Principal Domestic Manufacturing Property the payment of the Company or any Manufacturing Subsidiarydeferred purchase price of Property, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unlessprovided that, after giving effect theretoto any enhancement in value and use of other Property related to such Property as a result of such Lien, (1) such
(iv) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance, social security and other like laws;
(v) Liens securing Property taxes, assessments or governmental charges or levies or the claims or demands of materialmen, mechanics, carriers, warehousemen, vendors, landlords and other like Persons, provided that the payment thereof is not at the time required by Section 7.1; and
(vi) Liens in the nature of reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other title exceptions or encumbrances affecting real Property, provided that such exceptions and encumbrances do not in the aggregate amount detract from the value of all such secured Debt so secured plus all Attributable Debt Property or interfere with the use of such Property in the ordinary conduct of the business of the Company and its Manufacturing Subsidiaries SPHI in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, a manner that this Section 7.5 shall not apply has or could reasonably be expected to Debt secured by:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes have a Manufacturing Subsidiary;
(b) Pledges in favor of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Material Adverse Effect.
Appears in 1 contract
Negative Pledge. The Company Borrower will not itselfnot, and nor will not it ---------------- permit any Manufacturing Subsidiary of its Subsidiaries to, incurcreate, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of except Liens granted under the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges Security Documents and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byexcept:
(a) Pledges of property of, or any Lien (other than a Lien securing Debt) existing on any shares asset (other than an asset subject to a security interest granted under the Pledge Agreement or the Security Agreement) prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryacquisition;
(b) Pledges Liens for taxes not delinquent or being contested in favor of the Company or any Manufacturing Subsidiarygood faith and by appropriate proceedings;
(c) Pledges in favor of any governmental body deposits or pledges to secure progressobligations under workers' compensation, advance social security or other payments pursuant to any contract similar laws, or provision of any statuteunder unemployment insurance;
(d) Pledges mechanics', workers', materialmen's, warehousemen's, landlords' or other like Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith;
(e) easements, rights-of-way, charges, covenants, restrictions and matters of public record, survey defects and imperfections of title that do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business, in each case affecting real property;
(f) the reservation by any prior grantor of any right, shares title or interest in and to all oil, gas and other hydrocarbon substances, minerals, ores and metals of stock every nature and kind in and under real property that do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;
(g) any Liens securing Capital Financing Debt; provided that such -------- Lien does not attach to any asset other than the asset financed by such Capital Financing Debt existing at and proceeds thereof;
(h) Liens, if any, on credit card receivables sold pursuant to the time Credit Card Agreements that arise under the Credit Card Agreements by virtue of acquisition thereof such sale and proceeds thereof;
(including acquisition through merger or consolidationi) or Liens incurred in the ordinary course of business to secure the performance of surety and indemnity bonds, leases and other contracts (other than to secure Debt);
(j) interests (other than Debt) of a lessor or lessee arising under a lease;
(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of all customs duties in connection with imported goods, which duties are not delinquent or any part are being contested in good faith by appropriate proceedings;
(l) unperfected Liens on inventory arising in the ordinary course of the purchase price thereof or business securing trade accounts payable to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition suppliers of such property inventory which are not past due or shares or Debt for the purpose of financing all or any part of the purchase price thereofwhich are being contested in good faith; and
(em) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to Liens arising in the foregoing clauses ordinary course of its business which (ai) do not attach to any asset subject to a security interest granted under the Security Documents, (d), inclusive; provided, however, that such extension, renewal ii) do not secure Debt or replacement Pledge shall be limited to all any other monetary obligation (other than judgments and appeal bonds not exceeding $2,000,000 in the aggregate) and (iii) do not in the aggregate materially detract from the value of its assets or a part materially impair the use thereof in the operation of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)its business.
Appears in 1 contract
Samples: Credit Agreement (Brylane Inc)
Negative Pledge. The Company So long as any of the Bonds remains outstanding (as defined in the Trust Deed) each of the Issuer and the Guarantor will not itselfensure that no Relevant Indebtedness of the Issuer, the Guarantor or any PES Subsidiary or of any other person and no guarantee by the Issuer, the Guarantor or any PES Subsidiary of any Relevant Indebtedness of any other person will not permit any Manufacturing Subsidiary be secured by a mortgage, charge, lien, pledge or other security interest (each a "Security Interest") upon, or with respect to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company present or future business, undertaking, assets or revenues (including any uncalled capital) of the Issuer, the Guarantor or any Manufacturing SubsidiaryPES Subsidiary unless the Issuer or the Guarantor, as the case may be shall, before or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that at the Obligations (together with, if same time as the Company shall so determine, any other Debt creation of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally Security Interest, take any and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply action necessary to Debt secured byensure that:
(a) Pledges all amounts payable by the Issuer under the Bonds, the Coupons and the Trust Deed or, as the case may be, the obligations of property ofthe Guarantor under the guarantee referred to in Condition 2 are secured to the satisfaction of the Trustee equally and rateably with the Relevant Indebtedness or guarantee of Relevant Indebtedness, or on any shares of stock of or Debt ofas the case may be, any corporation existing at the time by such corporation becomes a Manufacturing Subsidiary;Security Interest; or
(b) Pledges such other Security Interest or guarantee or other arrangement (whether or not including the giving of a Security Interest) is provided in favor respect of all amounts payable by the Issuer under the Bonds, the Coupons and the Trust Deed or, as the case may be, in respect of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part obligations of the purchase price thereof or to secure any Debt incurred prior to, at Guarantor under the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge guarantee referred to in Condition 2 either (i) as the foregoing clauses Trustee shall in its absolute discretion deem not materially less beneficial to the interests of the Bondholders or (aii) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge as shall be limited to all or a part approved by an Extraordinary Resolution (as defined in the Trust Deed) of the same propertyBondholders, shares save that the Issuer, the Guarantor or any PES Subsidiary may create or have outstanding a Security Interest in respect of stock any of its Relevant Indebtedness and/or any guarantees given by the Issuer, the Guarantor or Debt that secured any PES Subsidiary in respect of any Relevant Indebtedness of any other person (without the Pledge extendedobligation to provide a Security Interest or guarantee or other arrangement in respect of the Bonds, renewed or replaced the Coupons and the Trust Deed or, as the case may be, the obligations of the Guarantor under the said guarantee as aforesaid) where such Relevant Indebtedness h4s an initial maturity falling not earlier than 31st December, 2020 and is of a maximum aggregate amount outstanding at any time not exceeding the greater of (plus improvements on such propertypound)20,000,000 and 20 per cent. of the Consolidated Tangible Net Worth (as defined below).. For the purposes of these Terms and Conditions:
Appears in 1 contract
Samples: Master Trust Deed (Midamerican Energy Holdings Co /New/)
Negative Pledge. The So long as any Preferred Stock is outstanding, the Company will not itselfshall not, and will shall cause each of its Subsidiaries not permit any Manufacturing Subsidiary to, create, incur, issue, assume, guarantee assume or suffer to exist any notespledge, bondshypothecation, debentures assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other similar evidences security agreement or preferential arrangement of indebtedness for money borrowed any kind or nature whatsoever (notesincluding any lease or title retention agreement, bondsany financing lease having substantially the same economic effect as any of the foregoing, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge and the filing of, or mortgage or lien onagreement to give, any Principal Domestic Manufacturing Property of financing statement perfecting a security interest under the Company Uniform Commercial Code or any Manufacturing Subsidiary, or any shares of stock of or Debt comparable law of any Manufacturing Subsidiary jurisdiction) (such mortgageseach, pledges and liens being hereinafter called “Pledge” a "LIEN") upon any of its property, whether now owned or “Pledges”hereafter acquired other than (i) for the Excepted Issuances (as defined in Section 12(a) hereof), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligationsii) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:
(a) Pledges of property of, Liens imposed by law for taxes that are not yet due or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles; (b) Pledges carriers', warehousemen's, mechanics', materialmen's, repairmen's and other like Liens imposed by law, arising in favor the ordinary course of the Company business and securing obligations that are not overdue by more than 30 days or any Manufacturing Subsidiary;
that are being contested in good faith and by appropriate proceedings; (c) Pledges pledges and deposits made in favor the ordinary course of any governmental body to secure progressbusiness in compliance with workers' compensation, advance unemployment insurance and other social security laws or other payments pursuant to any contract or provision of any statute;
regulations; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or deposits to secure the payment performance of all or any part bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to the financing of the purchase of new property in the ordinary course of the Company's business up to the amount of the purchase price thereof of such property, or to (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any Debt incurred prior to, at monetary obligations and do not materially detract from the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part value of the purchase price thereof; and
affected property (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, each of any Pledge referred to in the foregoing clauses (a) to through (df), inclusive; provideda "PERMITTED LIEN") and (iii) indebtedness for borrowed money which is subordinated in right of payment to the dividends payable on the Preferred Stock, howeveron terms reasonably satisfactory to the Subscriber. The foregoing notwithstanding, that such extension, renewal or replacement Pledge shall be limited to all or a part the Company may obtain equity financing of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced not less than Ten Million Dollars (plus improvements on such propertygross amount) ("TEN MILLION FUNDING").
Appears in 1 contract
Samples: Subscription Agreement (Novelos Therapeutics, Inc.)
Negative Pledge. The Company will not itself(i) WinWin covenants and agrees that, beginning on the date of this Agreement and will not permit until the date following an initial public offering of PBT common stock on which any Manufacturing Subsidiary to, incur, issue, assume, guarantee lockup or suffer market standoff restrictions applicable to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byPBT Shares expire:
(a1) Pledges of property ofWinWin shall not directly or indirectly sell, assign, transfer or pledge, or otherwise take any action that could lead directly or indirectly to the creation of any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, equity, trust, equitable interest, adverse claim, proxy, option, right of first refusal, preemptive right, community property interest, legend or restriction of any nature (including any restriction on the voting or transfer of any security and any restriction on the receipt of any dividend or other payment receivable by the owner of any security, but excluding any restriction imposed under applicable securities laws) on any shares of stock WinWin’s rights in or to any of the PBT Shares or Debt of, any corporation existing at unpaid dividends or other distributions or payments with respect to any of the time such corporation becomes a Manufacturing SubsidiaryPBT Shares;
(b2) Pledges in favor WinWin shall maintain, preserve and defend the title to the PBT Shares against the claim of the Company any other person or any Manufacturing Subsidiaryentity;
(c3) Pledges Each stock certificate and other instrument representing or evidencing the PBT Shares shall bear a legend in favor of any governmental body to secure progresssubstantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN THAT CERTAIN SECOND AMENDED AND RESTATED JOINT VENTURE AGREEMENT DATED AS OF AUGUST 31, advance or other payments pursuant to any contract or provision of any statute;2006, BY AND BETWEEN SOLIDUS NETWORKS, INC. AND WINWIN GAMING, INC. AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR ASSIGNED IN ANY MANNER.
(dii) Pledges Immediately following the date following an initial public offering of propertyPBT common stock on which any lockup or market standoff restrictions applicable to the PBT Shares expire, shares of stock or Debt existing PBT shall, at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part WinWin’s request and following receipt of the purchase price thereof stock certificates and other instruments representing or to secure any Debt incurred prior toevidencing the PBT Shares, at issue a replacement stock certificate without the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge legend referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such propertySection 12(h)(i)(3).
Appears in 1 contract
Negative Pledge. The Company will not itselfSo long as any Note remains outstanding (as defined in the Trust Deed) the Issuer will, and will not permit procure that each of its Distribution Subsidiaries (as defined below) will, ensure that no Relevant Indebtedness (as defined below) of the Issuer or any Manufacturing Distribution Subsidiary or of any other person and no guarantee by the Issuer or any Distribution Subsidiary of any Relevant Indebtedness of any person will be scented by a mortgage, charge, hen, pledge or other security interest (each a "Security Interest") upon, or with respect to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company present or future business, undertaking assets or revenues (including any uncalled capital) of the Issuer or any Manufacturing SubsidiaryDistribution Subsidiary unless the Issuer, before or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that at the Obligations (together with, if same time as the Company shall so determine, any other Debt creation of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally Security Interest, take any and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply action necessary to Debt secured byensure that:
(a) Pledges all amounts payable by the Issuer under the Notes, the Coupons and the Trust Iced are secured equally and rateably with the Relevant Indebtedness or guarantee, as the case may be, by the same Security Interest, in. each case to the satisfaction of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;Trustee; or
(b) Pledges such outer Security Interest or guarantee or other arrangement (whether or not including the giving of a Security Interest) is provided in favor respect of all amounts payable by the Issuer under the Notes, the Coupons and the Trust Deed either (i) as the Trustee shall in its absolute discretion deem not materially less beneficial to the interests of the Company Noteholders or any Manufacturing Subsidiary;
(cii) Pledges as shall be approved by an Extraordinary Resolution (as defined in favor the Trust Deed) of any governmental body to secure progressthe Noteholders, advance or other payments pursuant save that the above restriction shall not apply to any contract Security Interest (1) provided by or provision in respect of any statute;
a company becoming a Distribution Subsidiary after the issue date of the Notes and where such Security Interest existed at the time that company becomes a Distribution Subsidiary (d) Pledges provided that such Security Interest was not created in contemplation of property, shares of stock or Debt existing that company becoming a Distribution Subsidiary and the principal amount secured at the time of acquisition thereof (including acquisition through merger or consolidationthat company becoming a Distribution Subsidiary is not subsequently ink) or to secure the payment (2) created or outstanding in respect of all any Non-recourse Indebtedness (as defined in Condition 9) or any part leasing or hire purchase agreement of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all Issuer or any part Distribution Subsidiary provided that the aggregate outstanding principal amount secured by all such Security Interests created or outstanding under this exception (2) shall not at any time exceed the greater of £75,000,000 or 10 per cent. of the purchase price thereof; and
Regulatory Asset Base (eas defined below) any extension, renewal or replacement at such time (or successive extensions, renewals the equivalent thereof in any other currency or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such propertycurrencies).
Appears in 1 contract
Samples: Trust Deed (PPL Corp)
Negative Pledge. The Company will not itselfNo Guarantor will, and will not or permit any Manufacturing Subsidiary of its Subsidiaries to, incur, issue, assume, guarantee create or suffer to exist any notes, bonds, debentures Lien upon any of its property or other similar evidences assets now owned or hereafter acquired by it or on any Equity Interests of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or securing any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured obligation unless contemporaneously therewith effective provision is made to secure this Guaranty equally and ratably with (or prior to) such secured Debt, obligation for so long as such secured Debt shall be obligation is so secured, unless, after giving effect thereto, . The preceding sentence will not require any Guarantor or any of its Subsidiaries to equally and ratably secure the aggregate amount of all such secured Debt so secured plus all Attributable Debt this Guaranty if the Lien consists of the Company following:
(a) any Lien existing on the date of this Guaranty, and its Manufacturing Subsidiaries any extension, renewal or replacement thereof or of any Lien in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assetsclause (b), (c) or (d) below; provided, however, that this Section 7.5 shall the total amount of Indebtedness so secured is not apply to Debt secured by:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryincreased;
(b) Pledges in favor any Lien on any property or assets (including Capital Stocks of any Person) securing Indebtedness incurred solely for purposes of financing the acquisition, construction or improvement of such property or assets after the date of this Guaranty; provided that (A) the aggregate principal amount of Indebtedness secured by the Liens will not exceed (but may be less than) the cost (i.e., purchase price) of the Company property or assets so acquired, constructed or improved and (B) the Lien is incurred before, or within 365 days after the completion of, such acquisition, construction or improvement and does not encumber any Manufacturing Subsidiaryother property or assets of such Guarantor or such Subsidiaries; and provided, further, that to the extent that the property or asset acquired is Capital Stock, the Lien also may encumber other property or assets of the Person so acquired;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt Lien securing Indebtedness for the purpose of financing all or any part of the purchase price thereofcost of the acquisition, construction or development of a project; andprovided that the Liens in respect of such Indebtedness are limited to assets (including Capital Stock of the project entity) and/or revenues of such project; and provided, further, that the Lien is incurred before, or within 365 days after the completion of, that acquisition, construction or development and does not apply to any other property or assets of such Guarantor or such Subsidiary;
(d) any Lien existing on any property or assets of any Person before that Person’s acquisition (in whole or in part) by, merger into or consolidation with such Guarantor or any of its Subsidiaries after the date of this Guaranty; provided that the Lien is not created in contemplation of or in connection with such acquisition, merger or consolidation;
(e) any extensionLien imposed by law that was incurred in the ordinary course of business, renewal including, without limitation, carriers’, warehousemen’s and mechanics’ liens and other similar encumbrances arising in the ordinary course of business, in each case for sums not yet due or replacement being contested in good faith by appropriate proceedings;
(f) any pledge or successive extensionsdeposit made in connection with workers’ compensation, renewals unemployment insurance or replacements)other similar social security legislation, any deposit to secure appeal bonds in proceedings being contested in good faith to which such Guarantor or any of its Subsidiaries is a party, good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Guarantor or such Subsidiary is a party or deposits for the payment of rent, in each case made in the ordinary course of business;
(g) any Lien in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of such Guarantor or any of its Subsidiaries in the ordinary course of business;
(h) any Lien securing taxes, assessments and other governmental charges, the payment of which are not yet due or are being contested in good faith by appropriate proceedings and for which such reserves or other appropriate provisions, if any, have been established as a whole required by GAAP;
(i) minor defects, easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, licenses, restrictions on the use of property or assets or minor imperfections in parttitle that do not materially impair the value or use of the property or assets affected thereby, and any leases and subleases of real property that do not interfere with the ordinary conduct of the business of such Guarantor or any of its Subsidiaries, and which are made on customary and usual terms applicable to similar properties;
(j) any rights of set-off of any Pledge referred Person with respect to any deposit account of such Guarantor or any of its Subsidiaries arising in the foregoing clauses ordinary course of business;
(ak) any Liens granted to secure borrowings from, directly or indirectly, (dA), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).
Appears in 1 contract
Samples: Term Loan Agreement (Cosan Ltd.)
Negative Pledge. The Company will not itselfSo long as any Note remains outstanding (as defined in the Trust Deed), and will not permit save for any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byPermitted Security:
(a) Pledges neither the Issuer nor the Guarantor will create or permit to subsist and the Guarantor shall procure that no Relevant Subsidiary will create or permit to subsist any mortgage, charge, pledge, lien or other form of property ofencumbrance or security interest (“Security”) upon the whole or any part of its undertaking, assets or revenues present or future to secure any Relevant Debt, or on any shares of stock guarantee of or Debt of, indemnity in respect of any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;Relevant Debt; and
(b) Pledges in favor the Guarantor will procure that none of its Listed Subsidiaries and none of its Material Affiliates will, create or permit to subsist any Security upon the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all whole or any part of the purchase price thereof its undertaking, assets or revenues present or future to secure any of the Issuer’s Relevant Debt incurred prior toor the Guarantor’s Relevant Debt, or any guarantee of or indemnity in respect of the Issuer’s Relevant Debt or the Guarantor’s Relevant Debt, unless, at the same time ofor prior thereto, the Issuer’s obligations under the Notes and the Trust Deed or, as the case may be, the Guarantor’s obligations under the Trust Deed (aa) are secured equally and rateably therewith or benefit from a guarantee or indemnity in substantially identical terms thereto, as the case may be, in each case to the satisfaction of the Trustee, or within 60 days after, (bb) have the acquisition benefit of such property other security, guarantee, indemnity or shares or Debt for other arrangement as the purpose of financing all or any part Trustee in its absolute discretion shall deem to be not materially less beneficial to the interests of the purchase price thereof; and
Noteholders or as shall be approved by an Extraordinary Resolution (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to defined in the foregoing clauses (aTrust Deed) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares Noteholders. For the purposes of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).this Condition:
Appears in 1 contract
Samples: Subscription Agreement (First Pacific Company LTD /Fi)
Negative Pledge. The Company (a) Neither Borrower will, nor will not itself, and will not it permit any Manufacturing Subsidiary of its Restricted Subsidiaries to, incurcreate, issue, assume, assume or guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, a Mortgage on any Principal Domestic Manufacturing Property of the Company either Borrower or any Manufacturing Subsidiary, Restricted Subsidiary or on any shares or indebtedness of stock of or Debt of any Manufacturing a Restricted Subsidiary (whether such mortgagesPrincipal Property, pledges and liens being hereinafter called “Pledge” shares or “Pledges”)indebtedness are now owned or hereafter acquired) without, without in any such case, effectively providing concurrently with the creation, assumption or guaranteeing of such indebtedness that the Obligations Loans and the obligations of the Borrowers hereunder and under the Notes (together withtogether, if the Company Borrowers shall so determine, with any other Debt of the Company or of such Manufacturing Subsidiary indebtedness then existing or thereafter created existing created, assumed or guaranteed by either Borrower or such Restricted Subsidiary ranking equally with the ObligationsLoans and the obligations of the Borrowers hereunder and under the Notes) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; providedindebtedness excluding, however, that this Section 7.5 shall not apply to Debt from the foregoing any indebtedness secured by:by a Mortgage (including any extension, renewal or replacement, or successive extensions, renewals or replacements, of any Mortgage hereinafter specified or any indebtedness secured thereby, without increase of the principal of such indebtedness):
(ai) Pledges on property, shares or indebtedness of property of, or on any shares of stock of or Debt of, any corporation existing which Mortgage exists at the time such corporation becomes a Manufacturing Restricted Subsidiary;; or
(bii) Pledges in favor of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt on property existing at the time of acquisition thereof (including acquisition through merger by either Borrower or consolidation) or to secure the payment of all or any part of the purchase price thereof a Restricted Subsidiary, or to secure any Debt indebtedness incurred by either Borrower or a Restricted Subsidiary prior to, at the time of, or within 60 180 days afterafter the later of the acquisition, the acquisition completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such property or shares or Debt property, which indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal thereof or replacement (construction or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusiveimprovements thereon; provided, however, that in the case of any such extensionacquisition, renewal construction or replacement Pledge improvement the Mortgage shall be limited not apply to any property theretofore owned by either Borrower or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property so constructed, or the improvement, is located; or
(iii) on property, shares or indebtedness of a corporation, which Mortgage exists at the time such corporation is merged into or consolidated with either Borrower or a Restricted Subsidiary, or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to either Borrower or a Restricted Subsidiary; or
(iv) on property of a Restricted Subsidiary to secure indebtedness of such Restricted Subsidiary to either Borrower or another Restricted Subsidiary; or
(v) on property of either Borrower or a Restricted Subsidiary in favor of the United States of America or any state thereof or Bermuda, or any department, agency or instrumentality or political subdivision of the United States of America or any state thereof or Bermuda, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or a any part of the same purchase price or the cost of constructing or improving the property subject to such Mortgage; or
(vi) on property, shares which Mortgage exists at the date of stock this Agreement; or
(vii) with the prior written approval of the Required Banks; provided, however, that any Mortgage permitted by any of the foregoing clauses (i), (ii), (iii) and (v) of this Section 5.6 shall not extend to or cover any property of such Borrower or such Restricted Subsidiary, as the case may be, other than the property specified in such clauses and improvements thereto.
(b) Notwithstanding the provisions of subsection (a) of this Section 5.6, either Borrower or any Restricted Subsidiary may create, assume or guarantee secured indebtedness for money borrowed which would otherwise be prohibited in subsection (a) in an aggregate amount that, together with all other such indebtedness for money borrowed by the Borrowers and their respective Restricted Subsidiaries and the Attributable Debt that in respect of Sale and Leaseback Transactions existing at such time (other than Sale and Leaseback Transactions the proceeds of which have been applied in accordance with Section 5.6(d)(ii)), does not at the time of such creation, assumption or guaranteeing exceed 5% of Consolidated Net Worth.
(c) Notwithstanding the foregoing provisions of this Section 5.6, neither Borrower will permit any of its Subsidiaries (other than a Restricted Subsidiary) to which after the date hereof either Borrower or a Restricted Subsidiary has transferred any assets to create, assume or guarantee any indebtedness for money borrowed secured the Pledge extended, renewed or replaced (plus improvements by a Mortgage on such property)assets unless such assets could have been so secured in accordance with the provisions of this Agreement by such Borrower or such Restricted Subsidiary making such transfer.
(d) Neither Borrower will, nor will it permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction, unless (i) such Borrower or such Restricted Subsidiary would be entitled, pursuant to the foregoing subsections of this Section 5.6, to incur indebtedness secured by a Mortgage on such Principal Property without equally and ratably securing the Loans and the obligations of the Borrowers hereunder and under the Notes, or (ii) each Borrower shall (and in any case each Borrower covenants that it will) apply an amount equal to the fair value (as determined by the applicable Borrower’s board of directors) of such Principal Property so leased to the retirement, within 180 days of the effective date of any such Sale and Leaseback Transaction, of indebtedness of the Borrowers for money borrowed which by its terms matures at, or may be extended or renewed at the option of the Borrowers to, a date more than 12 months after the date of the creation of such indebtedness.
Appears in 1 contract
Negative Pledge. The Company will not itselfIf the Borrower or any Subsidiary of the Borrower shall mortgage, and will not permit pledge, encumber, or subject to a lien (hereinafter to "Mortgage" or a "Mortgage") as security for any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures x) any blast furnace facility or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge ofraw steel producing facility, or mortgage rolling xxxxx which are a part of a plant which includes such a facility; or lien on(y) any property capable of producing oil or gas; and, any Principal Domestic Manufacturing Property which in either case, is located in the United States and determined by the Board of Directors of the Company Borrower, in good faith, to be a principal property, the Borrower will secure or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing will cause such Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that to secure the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured Borrower's obligations hereunder equally and ratably with (all indebtedness or prior to) such obligations secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, by the aggregate amount of all such secured Debt so secured plus all Attributable Debt Mortgage then being given and with any other indebtedness of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive AssetsBorrower or such Subsidiary then entitled thereto; provided, however, that this Section 7.5 covenant shall not apply to Debt secured byin the case of:
(ai) Pledges any Mortgage existing on the date of this Agreement (whether or not such Mortgage includes an after-acquired property ofprovision);
(ii) any Mortgage, including a purchase money Mortgage, incurred in connection with the acquisition of any property (for purposes hereof the creation of any Mortgage within 180 days after the acquisition or completion of construction of such property shall be deemed to be incurred in connection with the acquisition of such property), the assumption of any Mortgage previously existing on such acquired property or any shares Mortgage existing on the property of stock of or Debt of, any corporation existing at the time when such corporation becomes a Manufacturing SubsidiarySubsidiary of the Borrower;
(biii) Pledges any Mortgage on such property in favor of the Company United States of America, any state, or any Manufacturing Subsidiary;
(c) Pledges in favor agency, department, political subdivision or other instrumentality of any governmental body either, to secure progresspartial, progress or advance payments to the Borrower or other payments any Subsidiary of the Borrower pursuant to the provisions of any contract or provision of any statute;
(div) Pledges any Mortgage on such property in favor of propertythe United States of America, shares any state, or any agency, department, political subdivision or other instrumentality of stock either, to secure borrowings by the Borrower or Debt existing at any Subsidiary of the Borrower for the purchase or construction of the property mortgaged;
(v) any Mortgage in connection with a sale or other transfer of (i) oil or gas in place for a period of time or in an amount such that the purchaser will realize therefrom a specified amount of acquisition thereof money or specified amount of minerals or (including acquisition through merger ii) any interest in property of the character commonly referred to as an "oil payment" or consolidation"production payment";
(vi) any Mortgage on any property arising in connection with or to secure the payment of all or any part of the purchase price thereof cost of the repair, construction, improvement, alteration, exploration, development or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition drilling of such property or shares or Debt for the purpose of financing all or any part of the purchase price portion thereof; and;
(evii) any extensionMortgage on any pipeline, gathering system, pumping or compressor station, pipeline storage facility, other pipeline facility, drilling equipment, drilling platform, drilling barge, any movable railway, marine or automotive equipment, gas plant, office building, storage tank, or warehouse facility, any of which is located on any property included herein under clause (y) above;
(viii) any Mortgage on any equipment or other personal property used in connection with any property included herein under clause (y) above;
(ix) any Mortgage on any property included herein under clause (y) above arising in connection with the sale of accounts receivable resulting from the sale of oil or gas at the wellhead; or
(x) any renewal of or replacement (or successive extensions, renewals or replacements), as a whole or in part, of substitution for any Pledge referred to in Mortgage permitted under the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)preceding clauses.
Appears in 1 contract
Samples: Credit Agreement (Usx Corp)
Negative Pledge. The Company and the Guarantor will not itselfnot, and will not permit any Manufacturing Significant Subsidiary to, incurcreate, issue, assume, guarantee incur or suffer to exist any notesLien on any Equity Interests, bonds, debentures indebtedness or other similar evidences obligations of indebtedness for money borrowed (notesa Significant Subsidiary held by the Guarantor, bonds, debentures the Company or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, any Subsidiary or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Significant Subsidiary, whether such Equity Interests, indebtedness or any shares other obligations of stock a Significant Subsidiary or Principal Property are owned at the date of this Indenture or Debt of any Manufacturing Subsidiary (such mortgageshereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Significant Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (or prior to) all indebtedness secured by such secured DebtLien, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured byin the case of:
(a) Pledges the creation of property ofany Lien on any Equity Interests, indebtedness or other obligations of a Significant Subsidiary or any Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Significant Subsidiary contemporaneously with such acquisition, or on within 180 days thereafter, to secure or provide for the payment or financing of any shares part of stock the purchase price thereof, or (b) the assumption of any Lien upon any Equity Interests, indebtedness or Debt of, other obligations of a Significant Subsidiary or any corporation Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) existing at the time of such corporation becomes acquisition, provided that every such Lien referred to in subclause (a) or (b) of this clause (i) shall not attach to Equity Interests, indebtedness or other obligations of a Manufacturing SubsidiarySignificant Subsidiary or any Principal Property other than the Equity Interests, indebtedness or other obligations of the Significant Subsidiary or any Principal Property so acquired and fixed improvements thereon;
(bii) Pledges any Lien on any Equity Interests, indebtedness or other obligations of a Significant Subsidiary or any Principal Property existing at the date of this Indenture;
(iii) any Lien on any Equity Interests, indebtedness or other obligations of a Significant Subsidiary or any Principal Property in favor of the Company or any Manufacturing Significant Subsidiary;
(civ) Pledges in favor of any governmental body Lien on any Principal Property being constructed or improved securing loans to secure progress, advance finance such construction or other payments pursuant to any contract or provision of any statuteimprovements;
(dv) Pledges any Lien on Equity Interests, indebtedness or other obligations of propertya Significant Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations;
(vi) Liens on any Principal Property for taxes not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves, shares to the extent required by GAAP, have been made;
(vii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens on any Principal Property arising in the ordinary course of stock business and securing obligations that are not due and payable or Debt existing which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves, to the extent required by GAAP, have been made;
(viii) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Company, the Guarantor or any Significant Subsidiary;
(ix) any Lien on Equity Interests, indebtedness or other obligations of a Non-U.S. Subsidiary held by a Non-U.S. Subsidiary or any Principal Property of a Non-U.S. Subsidiary; provided that, at the time of acquisition thereof (including acquisition through merger the creation or consolidation) or to secure incurrence of any such Lien, the payment of all or any part aggregate book value of the purchase price thereof total assets of the Non-U.S. Subsidiaries then subject to Liens securing indebtedness for borrowed money (and after giving effect to the proposed Lien) shall not exceed 25% of the Total Assets of the Guarantor and its Subsidiaries;
(x) any Lien on Equity Interests, indebtedness or other obligations of a Securitization Subsidiary created, incurred, assumed or suffered to secure exist in connection with a Permitted Receivables Financing;
(xi) Liens arising by reason of any Debt incurred prior toattachment, judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for review of such attachment, judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired;
(xii) any Lien on Equity Interests, indebtedness or other obligations of a Significant Subsidiary that was not a Significant Subsidiary at the time of, such Lien was created or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofincurred; and
(exiii) any extension, renewal of or replacement substitution for any Lien permitted by any of the preceding clauses (or successive extensions, renewals or replacementsi), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (dii), inclusive; provided(iv), however(v), that such extension(vi), renewal or replacement Pledge shall be limited to all or a part of the same property(vii), shares of stock or Debt that secured the Pledge extended(viii), renewed or replaced (plus improvements on such propertyix)., (x), (xi) or
Appears in 1 contract
Negative Pledge. The Company will not itselfnot, and nor will not it permit any Manufacturing Restricted Subsidiary to, incur, issue, assume, guarantee cause or suffer permit to exist or agree or consent to cause or permit to exist in the future (upon the happening of a contingency or otherwise) any notesof its Property, bondswhether now owned or hereafter acquired, debentures to be subject to a Lien except:
(i) Liens securing taxes, assessments or governmental charges or levies or the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons, provided that the payment thereof is not at the time required by Section 7.1 hereof;
(ii) Liens incurred or deposits made in the ordinary course of business
(A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or
(B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety and performance bonds (of a type other than set forth in Section 7.5(a)(iii)) hereof) and other similar evidences obligations not incurred in connection with the borrowing of indebtedness for money borrowed (notesmoney, bondsthe obtaining of advances, debentures or other similar evidences the payment of indebtedness for money borrowed being herein called “Debt”), secured by pledge ofthe deferred purchase price of Property, or mortgage or lien on, any Principal Domestic Manufacturing Property a Guaranty;
(iii) Liens on Natural Gas Inventory securing obligations of the Company or any Manufacturing SubsidiaryCompany, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing provided that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all Debt secured by such secured Debt so secured plus all Attributable Debt Liens shall not at any time exceed $35,000,000;
(iv) Liens on Property of a Restricted Subsidiary, provided that such Liens secure only obligations owing to the Company or a Wholly-Owned Restricted Subsidiary;
(v) Liens in the nature of reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other similar title exceptions or encumbrances affecting real property, provided that such exceptions and encumbrances do not in the aggregate materially detract from the value of such Properties or materially interfere with the use of such Property in the ordinary conduct of the business of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing SubsidiaryRestricted Subsidiaries;
(bvi) Pledges (A) Liens listed in favor Paragraph V of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progressAnnex 3 hereto, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).
Appears in 1 contract
Samples: Note Purchase Agreement (Western Gas Resources Inc)
Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurmortgage or pledge as security for any indebtedness any shares of stock, issue, assume, guarantee or suffer to exist any notes, bonds, debentures indebtedness or other similar evidences obligations of indebtedness for money borrowed (notes, bonds, debentures a Subsidiary or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt Principal Property is owned at the date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Notes equally and ratably with (all indebtedness secured by such mortgage or prior to) such secured Debtpledge, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured by:
in the case of: (ai) Pledges the creation of property ofany mortgage, pledge or other lien on any shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a Manufacturing Subsidiary;
Subsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that every such mortgage, pledge or lien referred to in this clause (bi) Pledges shall attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (ii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary;; (iv) any mortgage, pledge or other lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (v) any mortgage, pledge or other lien on shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations; (vi) any renewal of or substitution for any mortgage, pledge or other lien permitted by any of the preceding clauses (i) through (v), provided, in the case of a mortgage, pledge or other lien permitted under clause (i), (ii) or (iv), the debt secured is not increased nor the lien extended to any additional assets.
(cb) Pledges Notwithstanding the provisions of paragraph (a) of this Section, the Company or any Restricted Subsidiary may create or assume liens in favor addition to those permitted by paragraph (a) of any governmental body to secure progressthis Section, advance and renew, extend or other payments pursuant to any contract or provision of any statute;
(d) Pledges of propertyreplace such liens, shares of stock or Debt existing provided that at the time of acquisition thereof (including acquisition through merger such creation, assumption, renewal, extension or consolidation) or to secure the payment replacement, and after giving effect thereto, Exempted Debt does not exceed 10% of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Net Worth.
Appears in 1 contract
Negative Pledge. The Company Borrower will not itself, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company Borrower or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Note A Obligations and the Note B Obligations (together with, if the Company Borrower shall so determine, any other Debt of the Company Borrower or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Note A Obligations and the Note B Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company Borrower and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 9.8 shall not apply to Debt secured by:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor of the Company Borrower or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses paragraphs (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).
Appears in 1 contract
Samples: Loan Arrangement and Reimbursement Agreement (Ford Motor Co)
Negative Pledge. The Company Borrower will not itselfnot, and nor will not the Borrower permit any Manufacturing Subsidiary to, incurcreate, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bonds, debentures or other similar evidences of indebtedness for money borrowed EXCEPT: (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together withi) those Liens, if the Company shall so determineany, any other described on SCHEDULE 5.8, concerning existing Debt of the Company Borrower, to be set forth and described more particularly therein, together with any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any such Lien, PROVIDED that such Debt is not secured by any additional assets, and the amount of such Manufacturing Subsidiary then existing Debt secured by any such Lien is not increased; (ii) Liens incidental to the conduct of its business or thereafter created ranking equally with the Obligationsownership of its Properties which (A) shall be secured equally do not secure Debt and ratably with (or prior toB) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, do not in the aggregate materially detract from the value of its Properties or materially impair the use thereof or the operation of its business, including, without limitation, easements, rights of way, restrictive covenants, zoning and other similar restrictions on real property; (iii) materialmen's, mechanics', warehousemen's, carriers', landlords' and other similar statutory Liens which secure Debt or other obligations that are not past due, or, if past due are being contested in good faith by the Borrower or the appropriate Subsidiary by appropriate proceedings; (iv) Liens for taxes not delinquent or taxes being contested in good faith and by appropriate proceedings; (v) pledges or deposits in connection with worker's compensation, unemployment insurance and other social security legislation; (vi) deposits to secure performance of bids, trade contracts, leases, statutory obligations (to the extent not excepted elsewhere herein); (vii) grants of security and rights of setoff in deposit accounts, securities and other properties held at banks or financial institutions to secure the payment or reimbursement under overdraft, letter of credit, acceptance and other credit facilities; (viii) rights of setoff, banker's liens and other similar rights arising solely by operation of law; (ix) Purchase Money Liens, PROVIDED that the total amount of all such secured Debt, when aggregated with any Debt so secured plus all Attributable Debt described in clause (x) below then outstanding, does not exceed, at any time, in aggregate amount, fifteen percent (15%) of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Tangible Net Tangible Automotive AssetsWorth; provided, however, that this Section 7.5 shall not apply to Debt secured by:
(ax) Pledges of property of, or Liens on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor of the Company Properties acquired by Borrower or any Manufacturing Subsidiary;
Subsidiary subsequent to the Closing Date, to the extent that (cA) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt such Liens are existing at the time of acquisition, (B) the Debt secured thereby is not secured by any other Properties of Borrower or such Subsidiary except the acquired Properties, (C) the amount of such Debt so secured thereby is not increased at or subsequent to the acquisition thereof and (including acquisition through merger or consolidationD) or to secure the payment total amount of all or such Debt secured by all such acquired Properties, when aggregated with all Purchase Money Debt then outstanding, does not exceed at any part time, in aggregate amount, fifteen percent (15%) of Tangible Net Worth; together with any Lien arising out of the purchase price thereof or to secure any Debt incurred prior torefinancing, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, refunding of any Pledge referred to Debt secured by any such Lien, PROVIDED that such Debt is not secured by any additional assets, and the amount of such Debt secured by any such Lien is not increased; (xi) capital leases made in the foregoing clauses ordinary course of business (a) to (d), inclusive; providedbut excluding, however, that sale-leaseback transactions in any event) in which there is no provision for title to the leased Property to pass to the Borrower or such extension, renewal or replacement Pledge shall be limited to all or a part Subsidiary at the expiration of the same property, shares lease term or as to which no bargain purchase option exists; and (xii) rights of stock lessors in respect of Properties leased to the Borrower or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)its Subsidiaries under operating leases.
Appears in 1 contract
Samples: Credit Agreement (Avado Brands Inc)
Negative Pledge. The Company will not itselfnot, and it will not permit any Manufacturing Subsidiary of the Company to, incur, issueat any time directly or indirectly create, assume, guarantee incur or suffer permit to exist any notesIndebtedness secured by a pledge, bonds, debentures lien or other similar evidences of indebtedness for money borrowed encumbrance (notesany pledge, bonds, debentures lien or other similar evidences encumbrance being hereinafter in this Section 1.08 referred to as a “lien”) on the voting securities of indebtedness for money borrowed being herein called “Debt”), secured by pledge ofany Significant Subsidiary, or mortgage the voting securities of a Subsidiary of the Company that owns, directly or lien onindirectly, the voting securities of any Significant Subsidiary without making effective provision whereby the 2006 Senior Notes then Outstanding (and, if the Company so elects, any Principal Domestic Manufacturing Property other Indebtedness of the Company that is not subordinate to the 2006 Senior Notes and with respect to which the governing instruments require, or pursuant to which the Company is otherwise obligated or required, to provide such security) shall be equally and ratably secured with such secured Indebtedness so long as such other Indebtedness shall be secured. If the Company shall hereafter be required to secure the 2006 Senior Notes equally and ratably with any other Indebtedness pursuant to this Section 1.08, (i) the Company will promptly deliver to the Trustee an Officer’s Certificate stating that the foregoing covenant has been complied with, and an Opinion of Counsel stating that in the opinion of such counsel the foregoing covenant has been complied with and that any instruments executed by the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or in the performance of such Manufacturing Subsidiary then existing or thereafter created ranking equally the foregoing covenant comply with the Obligationsrequirements of the foregoing covenant and (ii) the Trustee is hereby authorized to enter into an indenture or agreement supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the holders of the 2006 Senior Notes so secured. The Trustee shall be secured equally and ratably with have no responsibility for the recording, filing or registration (or prior tofor the rerecording, refiling or reregistration) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance instrument or other payments pursuant to notice at any contract time in any public office or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt elsewhere for the purpose of perfecting, maintaining the perfection of or otherwise making effective any lien upon or with respect to any assets referred to herein, including the recording, filing or registration of any financing all or continuation statement or any part of the purchase price thereof; and
(e) any extension, renewal tax or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)securities form.
Appears in 1 contract
Samples: Second Supplemental Indenture (Horace Mann Educators Corp /De/)
Negative Pledge. The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate or incur or assume any mortgage, issuehypothecation, assumecharge, guarantee or suffer to exist any notespledge, bonds, debentures lien or other similar evidences of security interest (each, a "mortgage"), securing any indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”"Indebtedness"), secured by pledge ofof or upon any Principal Property, or mortgage on shares of stock or lien onindebtedness of any Restricted Subsidiary, any Principal Domestic Manufacturing Property of now owned or hereafter acquired by the Company or any Manufacturing a Restricted Subsidiary, without making effective provision, and the Company covenants that in any such case it will make or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgagescause to be made effective provision, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that whereby the Obligations Outstanding Securities (together with, if and to the extent the Company shall so determine, any other Debt of the Company indebtedness or of such Manufacturing Subsidiary other obligations then existing or thereafter created ranking equally with the Obligationscreated) shall be secured by such mortgage equally and ratably with (or prior to) such any and all indebtedness and obligations secured Debtor to be secured thereby, so long as such secured Debt Indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing covenants shall not prevent, restrict or apply to Debt secured byany of the following:
(a) Pledges of property ofany mortgage on property, or on any shares of stock or Indebtedness of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Restricted Subsidiary;
(b) Pledges in favor any mortgage on any Principal Property existing at the time of acquisition of such Principal Property by the Company or a Restricted Subsidiary, whether or not assumed by the Company or such Restricted Subsidiary; provided, however, that no such mortgage shall extend to any other Principal Property of the Company or any Manufacturing Restricted Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to mortgage on any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof Principal Property (including acquisition through merger any improvements on an existing Principal Property) hereafter acquired or consolidation) constructed by the Company or any Restricted Subsidiary to secure the payment of all or any part of the purchase price thereof or cost of construction of such Principal Property (or to secure any Debt indebtedness incurred prior to, at by the time of, Company or within 60 days after, the acquisition of such property or shares or Debt a Restricted Subsidiary for the purpose of financing all or any part of the purchase price thereof; and
(ethereof or cost of construction thereof or of improvements thereon) any extensioncreated prior to, renewal at the time of or replacement (within 90 days after the later of the acquisition, completion of construction, or successive extensions, renewals or replacements), as a whole or in part, commencement of any Pledge referred to in the foregoing clauses (a) to (d), inclusivefull operation of such Principal Property; provided, however, that no such extensionmortgage shall extend to any other Principal Property of the Company or a Restricted Subsidiary other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the Principal Property so constructed, or the improvement, is located;
(d) any mortgage on any Principal Property of any Restricted Subsidiary to secure Indebtedness owing by it to the Company or to a Restricted Subsidiary;
(e) any mortgage on any Principal Property of the Company or any Restricted Subsidiary in favor of (i) Canada or any Province or Territory thereof, or any political subdivision, department, agency or instrumentality of any of them; or (ii) the United States of America or any State thereof, or any political subdivision, department, agency or instrumentality of any of them, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute;
(f) any mortgage on any Principal Property of the Company or any Restricted Subsidiary existing on the date of this Indenture;
(g) any mortgage on any Principal Property of the Company or any Restricted Subsidiary created for the sole purpose of renewing or refunding any mortgage, referred to in Section 1007(a) through (f), inclusive, above; provided, however, that the Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such renewal or replacement Pledge refunding, and that such renewal or refunding mortgage shall be limited to all or a any part of the same property, shares of stock or Debt that property and improvements thereon which secured the Pledge extended, mortgage renewed or replaced refunded; or
(plus improvements h) any mortgage on any Principal Property created, incurred or assumed to secure Indebtedness of the Company or any Restricted Subsidiary, which would otherwise be subject to the foregoing restrictions of this Section 1007, in an aggregate amount which, together with the aggregate principal amount of other Indebtedness secured by mortgages on Principal Properties then outstanding (excluding any such propertyIndebtedness secured by mortgages covered in Section 1007 (a) through (g), inclusive, above) and the Attributable Debt in respect of all Sale and Leaseback Transactions entered into after the date of this Indenture (not including Attributable Debt with respect to any such Sale and Leaseback Transactions the proceeds of which have been or will be applied in accordance with Section 1008(b)), would not at the time exceed 5% of Consolidated Net Tangible Assets. For purposes of this Section 1007, the following shall not be deemed to be mortgages securing Indebtedness and, accordingly, nothing contained in this section shall prevent, restrict or apply to (i) any acquisition by the Company or any Restricted Subsidiary of any property or assets subject to any reservation or exception under the terms of which any vendor, lessor or assignor creates, reserves or excepts or has created, reserved or excepted an interest in nickel, copper, cobalt, precious metals, oil, gas or any other mineral or timber in place or the proceeds thereof; (ii) any conveyance or assignment under the terms of which the Company or any Restricted Subsidiary conveys or assigns to any Person or Persons an interest in nickel, copper, cobalt, precious metals, oil, gas or any other mineral or timber in place or the proceeds thereof; or (iii) any mortgage upon any property or assets owned or leased by the Company or any Restricted Subsidiary or in which the Company or any Restricted Subsidiary owns an interest to secure to the Person or Persons paying the expenses of developing or conducting operations for the recovery, storage, transportation or sale of the mineral resources of the said property (or property with which it is unitized) the payment to such Person or Persons of the Company's or the Restricted Subsidiary proportionate part of such development or operating expense.
Appears in 1 contract
Samples: Indenture (Inco LTD)
Negative Pledge. The Company will not itselfGuarantor shall not, and will shall not permit any Manufacturing Subsidiary of its Subsidiaries to, incurcreate, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bondsexcept for the following (collectively called "Permitted Liens"):
(a) Liens in connection with Permitted Transactions (as defined in the Revolving Credit Agreement);
(b) Liens for current Taxes (as defined in the Revolving Credit Agreement) not delinquent or for Taxes being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;
(c) Liens shown on Schedule 9.2 of the Revolving Credit Agreement on the Closing Date (as defined in the Revolving Credit Agreement);
(d) Liens incurred in the ordinary course of business in connection with worker's compensation, debentures unemployment insurance or other similar evidences forms of indebtedness governmental insurance or benefits or to secure performance of tenders, statutory obligations, leases and contracts (other than for money borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(notese) Liens of mechanics, bondscarriers, debentures or and materialmen and other similar evidences like Liens arising in the ordinary course of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries business in respect of Sale obligations which are not delinquent or which are being contested in good faith and Leaseback Transactions would by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;
(f) Liens arising in the ordinary course of business for sums being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP, or for sums not exceed 5% due, and in either case not involving any deposits or advances for borrowed money or the deferred purchase price of property or services;
(g) Liens on real estate to the extent real estate Investments (as defined in the Revolving Credit Agreement) are permitted by Section 9.10(e)(iii) of the Consolidated Net Tangible Automotive AssetsRevolving Credit Agreement;
(h) Liens in favor of the trustee on sums required to be deposited with the trustee under the Indentures (as defined in the Revolving Credit Agreement);
(i) If Section 9.1(II) of the Revolving Credit Agreement is then in effect, Liens on indebtedness permitted by Section 9.1(II)(o) of the Revolving Credit Agreement;
(j) If Section 9.1(II) of the Revolving Credit Agreement is then in effect, Liens on assets of Guarantor or any of its Subsidiaries and which are not otherwise permitted to be incurred pursuant to the foregoing clauses (a) - (i) securing indebtedness permitted by Section 9.1(II)(p) of the Revolving Credit Agreement; provided, however, that this Section 7.5 shall not apply the aggregate fair market value of the property and other assets subject to Debt secured by:
(a) Pledges of property ofany such Liens, or on any shares of stock of or Debt of, any corporation existing calculated at the time such corporation becomes a Manufacturing Subsidiary;
Liens are incurred, shall not exceed three and six- tenths percent (b3.6%) Pledges in favor of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor Total Shareholders' Equity of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofGuarantor; and
(ek) If Section 9.1(I) of the Revolving Credit Agreement is then in effect, Liens on assets of Guarantor or any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred its Subsidiaries and which are not otherwise permitted to in be incurred pursuant to the foregoing clauses (a) to - (d), inclusiveh) securing indebtedness not prohibited by Section 9.1(I) of the Revolving Credit Agreement; provided, however, that the aggregate fair market value of the property and other assets subject to any such extensionLiens, renewal calculated at the time such Liens are incurred, shall not exceed twelve percent (12%) of Total Shareholders' Equity (as defined in the Revolving Credit Agreement) of Guarantor. Notwithstanding the foregoing, if Section 9.2 of the Revolving Credit Agreement (or replacement Pledge any successor section thereto) or any definitions set forth or used therein are amended or modified in accordance with the terms of the Revolving Credit Agreement either as the result of an amendment or modification to such section in the Revolving Credit Agreement or Guarantor's execution and delivery of a new credit facility in replacement, restatement or substitution for the Revolving Credit Agreement, this Section 4.4 shall be limited deemed to all be amended and modified to the extent set forth in the Revolving Credit Agreement (as amended or modified) or any new credit facility entered into in replacement, restatement or substitution for the Revolving Credit Agreement; provided that (i) no Default or Event of Default exists under the Restated Credit Agreement, (ii) the Required Banks have determined, in their sole and absolute discretion, that any proposed amendment or modification to this Section 4.4 will not in any way violate, contravene or conflict with Regulation U or Regulation G, (c) if requested by the Administrative Agent, the Banks shall have received an opinion of counsel satisfactory to the Administrative Agent and its counsel to the effect that any such proposed amendment or modification to this Section 4.4 will not in any way violate, contravene or conflict with Regulation U or Regulation G and addressing such other legal matters as reasonably requested by the Administrative Agent, (d) upon the request of the Administrative Agent, the Banks shall have received a certificate of the chief financial officer or a part vice president with responsibility for or knowledge of financial matters of the same propertyGuarantor setting forth a calculation of the Collateral Ratio and (e) without limiting anything contained in this Section 4.4, shares of stock or Debt that if Guarantor shall grant a Lien with respect tx xxx xx xxx assets to any third party not otherwise permitted by clauses (a)-(l) above, the Banks shall be equally and ratably secured the Pledge extended, renewed or replaced (plus improvements on with respect to such property)assets.
Appears in 1 contract
Samples: Guaranty (Hilbert Stephen C)
Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate or incur any mortgage or pledge, issue, assume, guarantee or suffer to exist as security for any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notesmoney, bonds, debentures on or other similar evidences of any shares of stock or indebtedness for money borrowed being herein called “Debt”), secured owing by pledge of, a Restricted Subsidiary or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock or indebtedness of a Restricted Subsidiary or Debt Principal Property are owned at the date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (all indebtedness secured by such mortgage or prior to) such secured Debtpledge, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured byin the case of:
(ai) Pledges the creation of property ofany mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 360 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock or indebtedness of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock or indebtedness of a Manufacturing SubsidiarySubsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that every such mortgage, pledge or lien referred to in this clause (i) shall attach only to the shares of stock or indebtedness of a Subsidiary or any Principal Property so acquired and improvements thereon and accessions thereto;
(bii) Pledges any mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or any Principal Property existing at the date of this Indenture;
(iii) any mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary;
(civ) Pledges in favor any mortgage, pledge or other lien existing on any Principal Property prior to the acquisition thereof by the Company or any of its Subsidiaries or existing on any Principal Property of any governmental body to secure progress, advance Person that becomes a Restricted Subsidiary after the date hereof or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, on its shares of stock or Debt existing indebtedness at or prior to the time such Person becomes a Restricted Subsidiary; provided that (x) such mortgage, pledge or other lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, (y) such mortgage, pledge or other lien shall not apply to any other Principal Property of the Company or any of its Subsidiaries and (z) such mortgage, pledge or other lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary and improvements thereon and accessions thereto;
(v) liens under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the repayment of debt), or deposits to secure public or statutory obligations of the Company or any Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which the Company or any 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 on standard industry terms imposed by charter parties or under contracts of affreightment, or margin posted to secure payment or performance under futures, forwards or swap agreements, and other obligations of a like nature, in each case 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 Subsidiary with respect to which the Company or such 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 acquisition thereof (including acquisition through merger execution pending such appeal or consolidation) proceedings for review, or liens for property taxes not yet subject to secure penalties for non-payment or the payment amount or validity of all which is being in good faith contested by appropriate proceedings by the Company or any part of Subsidiary, as the purchase price thereof case may be, or to secure any Debt incurred prior tominor survey exceptions, at the time minor encumbrances, easements or reservations of, or within 60 days afterrights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the acquisition use of real properties, which liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion 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 Subsidiaries;
(vi) liens on any oil and/or gas properties or other mineral interests of the Company or any of its Subsidiaries, whether developed or undeveloped, arising (x) as security for the Company or such Subsidiary’s costs and expenses incurred by it in connection with the exploration, development or operation of such property properties, in favor of a person who is conducting the exploration, development or shares operation of such properties, or Debt for (y) in connection with farmout, dry hole, bottom hole, communitization, unitization, pooling and operating agreements and/or other agreements of like general nature incident to the purpose acquisition, exploration, development and operation of financing all such properties or as required by regulatory agencies having jurisdiction in the premises;
(vii) overriding royalties, royalties, production payments, net profits interests or like interests to be paid out of production from oil and/or gas properties or other mineral interests of the Company or any part of its Subsidiaries, or to be paid out of the purchase price thereofproceeds from the sale of any such production;
(viii) liens securing indebtedness in connection with any industrial development bond financing, or pollution control revenue bond financing, or similar financing transaction; and
(eix) any extension, renewal renewal, or replacement (or successive extensions, renewals or replacements), as a ) in whole or in part, part of any Pledge mortgage, pledge or other lien referred to in the foregoing clauses (ai) to (d), viii) inclusive; provided, however, that the principal amount of debt secured thereby shall not exceed the principal amount of debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that property which secured the Pledge mortgage so extended, renewed or replaced (plus improvements on and accessions to such property).
(b) Notwithstanding the foregoing provisions of this SECTION 10.03, the Company and any one or more Restricted Subsidiaries may issue, assume or guarantee debt secured by mortgage, pledge or other lien which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other debt of the Company and its Restricted Subsidiaries which (if originally issued, assumed or guaranteed at such time) would otherwise be subject to the foregoing restrictions and Attributable Debt in respect of sale and lease-back arrangements not covered by SECTION 10.04, does not at the time exceed 15% of Consolidated Net Tangible Assets.
Appears in 1 contract
Samples: Indenture (Amerada Hess Corp)
Negative Pledge. The Company will not itselfDebtor covenants and agrees with Secured Party that while this Agreement is in effect, Debtor shall not, without the prior written consent of Secured Party: (1) create or grant to any person or entity, except Secured Party, any lien, security interest, encumbrance, cloud on title, mortgage, pledge or similar interest in any of the Debtor’s Intellectual Property (as defined below) or (2) enter into a negative pledge agreement, or similar agreement, affecting the rights of the Intellectual Property with any other party. As used herein, Intellectual Property means: Debtor’s interests and rights to (a) all domestic and foreign patents, patent applications, patent rights, patent licenses (including any United States Patent and Trademark Office (“PTO”) application or registration number and file jacket number and assigned date), all related fees, income and royalties, rights to sxx for any infringement thereof, and will not permit any Manufacturing Subsidiary toall reissues, incurdivisions, issuecontinuations, assumerenewals, guarantee extensions and continuations-in-art thereof; (b) all state (common law or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”otherwise), secured by pledge offederal or foreign trademarks, service marks, collective membership marks, slogans, trade names, all applications therefor (excluding however any application to register any such item prior to the filing under applicable law of a verified statement of use or mortgage or lien on, any Principal Domestic Manufacturing Property of its equivalent for the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together withsame, if the Company shall so determinecreation of a security interest therein would void or invalidate the same), all rights thereto and licenses thereof and all related income and royalties, all whether or not registered (but including any PTO application or registration number and file jacket number and assigned date), and all fees, goodwill of any business associated therewith or symbolized thereby, rights to sxx for infringement or unconsented use thereof, and all reissues, extensions and renewals thereof; (c) all registered copyrights and copyright registrations or applications (identified, if possible, by title, author and any United States Copyright Office (“USCO”) registration number and assigned date), all present and future copyrights that are not registered but are entitled to be, any derivative works, all copyrightable or copyrighted materials, works, manuscripts, documents, tapes, disks or discs, storage media, computer programs and source or object codes, Software*, computer databases, flow diagrams, all tangible property evidencing the same; (d) all industrial designs, trade secrets, know-how, technology, information and processes and all other Debt forms of intellectual and industrial property; (e) all Collateral described in the attached Schedule 1; (f) all General Intangibles* in any way related thereto to any of the Company foregoing sub-clauses (a), (b) (c); and (e); (ii) all records, writings, papers, and data kept or relating to any part or component of the Collateral, in all forms (written, photographic, microfilm, microfiche, electronic or otherwise, and the computer software and other media, together with its related hardware and equipment, as may be required to utilize, create, maintain, process and retrieve the same); (iii) all accessions, substitutions and additions thereto, and all Supporting Obligations*, cash and non-cash Proceeds* thereof, or royalties therefrom. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include any United States intent-to-use trademark applications to the extent that the grant of a security interest therein would impair the validity or enforceability of such Manufacturing Subsidiary then existing intent-to-use trademark applications under applicable federal law. If the Debtor obtains rights in or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (to any new or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:
subsequent (a) Pledges of property ofUnited States copyright registrations or applications therefor, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor patentable inventions or patent application or patent for any reissue, division or continuation of the Company or any Manufacturing Subsidiary;
patent, (c) Pledges in favor trademarks or trademark renewals or extensions of any governmental body to secure progresstrademark registration, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges other “Intellectual Property” as defined and described herein, after the date of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days afterthis Agreement, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to same shall be included in the foregoing clauses (a) term “Intellectual Property” and the provisions of this Agreement will be applicable to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)as after-acquired Intellectual Property.
Appears in 1 contract
Samples: Security Agreement (Magnegas Corp)
Negative Pledge. The Company will not itselfIf the Borrower or any Subsidiary of the Borrower shall mortgage, and will not permit pledge, encumber, or subject to a lien (hereinafter to “Mortgage” or a “Mortgage”) as security for any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed any property capable of producing oil or gas or any property or asset used primarily in the refining, marketing or transportation of oil or gas which is located in the United States and determined by the Board of Directors of the Borrower, in good faith, to be a principal property (notesany such property, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called a “DebtPrincipal Property”), secured by pledge of, the Borrower will secure or mortgage or lien on, any Principal Domestic Manufacturing Property of will cause such Subsidiary to secure the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured Borrower’s obligations hereunder equally and ratably with (all indebtedness or prior to) such obligations secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, by the aggregate amount of all such secured Debt so secured plus all Attributable Debt Mortgage then being given and with any other indebtedness of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive AssetsBorrower or such Subsidiary then entitled thereto; provided, however, that this Section 7.5 covenant shall not apply to Debt secured byin the case of:
(ai) Pledges any Mortgage existing on the date of this Agreement (whether or not such Mortgage includes an after-acquired property ofprovision);
(ii) any Mortgage, including a purchase money Mortgage, incurred in connection with the acquisition of any property (for purposes hereof the creation of any Mortgage within 180 days after the acquisition or completion of construction of such property shall be deemed to be incurred in connection with the acquisition of such property), the assumption of any Mortgage previously existing on such acquired property or any shares Mortgage existing on the property of stock of or Debt of, any corporation existing at the time when such corporation becomes a Manufacturing SubsidiarySubsidiary of the Borrower;
(biii) Pledges any Mortgage on such property in favor of the Company United States of America, any state, or any Manufacturing Subsidiary;
(c) Pledges in favor agency, department, political subdivision or other instrumentality of any governmental body either, to secure progresspartial, progress or advance payments to the Borrower or other payments any Subsidiary of the Borrower pursuant to the provisions of any contract or provision of any statute;
(div) Pledges any Mortgage on such property in favor of propertythe United States of America, shares any state, or any agency, department, political subdivision or other instrumentality of stock either, to secure borrowings by the Borrower or Debt existing at any Subsidiary of the Borrower for the purchase or construction of the property mortgaged;
(v) any Mortgage in connection with a sale or other transfer of (i) oil or gas in place for a period of time or in an amount such that the purchaser will realize therefrom a specified amount of acquisition thereof money or specified amount of minerals or (including acquisition through merger ii) any interest in property of the character commonly referred to as an “oil payment” or consolidation“production payment”;
(vi) any Mortgage on any property arising in connection with or to secure the payment of all or any part of the purchase price thereof cost of the repair, construction, improvement, alteration, exploration, development or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition drilling of such property or shares or Debt for the purpose of financing all or any part of the purchase price portion thereof; and;
(evii) any extensionMortgage on any pipeline, gathering system, pumping or compressor station, pipeline storage facility, other pipeline facility, drilling equipment, drilling platform, drilling barge, any movable railway, marine or automotive equipment, gas plant, office building, storage tank, or warehouse facility, any of which is located on a Principal Property;
(viii) any Mortgage on any equipment or other personal property used in connection with a Principal Property;
(ix) any Mortgage on a Principal Property arising in connection with the sale of accounts receivable resulting from the sale of oil or gas at the wellhead; or
(x) any renewal of or replacement (or successive extensions, renewals or replacements), as a whole or in part, of substitution for any Pledge referred to in Mortgage permitted under the preceding clauses. Notwithstanding the foregoing clauses (a) restriction contained in this Section 5.04, the Borrower may and may permit its Subsidiaries to (d), inclusive; provided, however, that such extension, renewal incur liens or replacement Pledge shall be limited to all or a part grant Mortgages on property covered by the restriction above so long as the net book value of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).the
Appears in 1 contract
Samples: Credit Agreement (Marathon Oil Corp)
Negative Pledge. The Company Borrower will not itselfnot, and nor will not the Borrower permit any Manufacturing Subsidiary to, incurcreate, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bondsexcept: (i) those Liens, debentures if any, described on Schedule 5.6, concerning existing debt of the Borrower, to be set forth and described more particularly therein, together with any Lien arising out of the 251094.7/ 383. 840 24 refinancing, extension, renewal or refunding of any debt secured by any such Lien, provided that such debt is not secured by any additional assets, and the amount of such debt secured by any such Lien is not increased; (ii) Liens incidental to the conduct of its business or the ownership of its Properties which (A) do not secure debt and (B) do not in the aggregate materially detract from the value of its Properties or materially impair the use thereof or the operation of its business, including, without limitation, easements, rights of way, restrictive covenants, zoning and other similar restrictions on real property; (iii) materialmen's, mechanics', warehousemen's, carriers', landlords' and other similar statutory Liens which secure debt or other similar evidences obligations that are not past due, or, if past due are being contested in good faith by the Borrower or the appropriate Subsidiary by appropriate proceedings; (iv) Liens for taxes not delinquent or taxes being contested in good faith and by appropriate proceedings; (v) pledges or deposits in connection with worker's compensation, unemployment insurance and other social security legislation; (vi) deposits to secure performance of indebtedness for money borrowed bids, trade contracts, leases, statutory grants of security and rights of setoff in accounts, securities and other Properties held at banks or financial institutions to secure the payment or reimbursement under overdraft, letter of credit, acceptance and other credit facilities; (notesviii) rights of setoff, bonds, debentures or banker's liens and other similar evidences rights arising solely by operation of indebtedness for money borrowed being herein called “Debt”), secured law; (ix) Purchase Money Liens; (x) Liens on any Properties acquired by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company Borrower or any Manufacturing SubsidiarySubsidiary subsequent to the Closing Date, or any shares of stock of or Debt of any Manufacturing Subsidiary to the extent that (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior toA) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt Liens are existing at the time of acquisition, (B) the debt secured thereby is not secured by any other Properties of Borrower or such Subsidiary except the acquired Properties, (C) the amount of such debt so secured thereby is not increased at or subsequent to the acquisition thereof and (including acquisition through merger or consolidationD) or to secure the payment total amount of all or such debt secured by all such acquired Properties does not exceed at any part time, in aggregate amount, fifteen percent (15%) of Tangible Net Worth; together with any Lien arising out of the purchase price thereof or to secure any Debt incurred prior torefinancing, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, refunding of any Pledge referred to debt secured by any such Lien, provided that such debt is not secured by any additional assets and the amount of such debt secured by any such Lien is not increased; and (xi) capital leases made in the foregoing clauses ordinary course of business (a) to (d), inclusive; providedbut excluding, however, that Sale-Leaseback Transactions to the extent not permitted by Section 5.9) in which there is no provision for title to the leased Property to pass to the Borrower or such extension, renewal or replacement Pledge shall be limited to all or a part Subsidiary at the expiration of the same property, shares of stock lease term or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)as to which no bargain purchase option exists.
Appears in 1 contract
Samples: Credit Agreement (Apple South Inc)
Negative Pledge. The Company Borrower will not itself, pledge or otherwise subject to any lien any property or assets of the Borrower unless the Notes and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences the obligations of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), the Borrower under this Agreement are secured by such pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such all other obligations secured Debt, thereby so long as such secured Debt other obligations shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall such covenant will not apply to Debt secured byliens securing obligations which do not in the aggregate at any one time outstanding exceed 5% of Consolidated Net Tangible Assets (as defined below) of the Borrower and its Consolidated Subsidiaries and also will not apply to:
(a) Pledges the pledge of property ofany assets of the Borrower to secure any financing by the Borrower of the exporting of goods to or between, or on any shares the marketing thereof in, countries other than the United States in connection with which the Borrower reserves the right, in accordance with customary and established banking practice, to deposit, or otherwise subject to a lien, cash, securities or receivables, for the purpose of stock securing banking accommodations or as the basis for the issuance of bankers' acceptances or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryin aid of other similar borrowing arrangements;
(b) Pledges in favor the pledge of receivables of the Company or any Manufacturing SubsidiaryBorrower payable in currencies other than United States dollars to secure borrowings in countries other than the United States;
(c) Pledges any deposit of assets of the Borrower with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal by the Borrower from any judgment or decree against it, or in connection with other proceedings in actions at law or in equity by or against the Borrower or in favor of any governmental body bodies to secure progress, advance or other payments in the ordinary course of the Borrower's business;
(d) any lien or charge on any property of the Borrower, tangible or intangible, real or personal, existing at the time of acquisition or construction of such property (including acquisition through merger or consolidation) or given to secure the payment of all or any part of the purchase or construction price thereof or to secure any indebtedness incurred prior to, at the time of, or within one year after, the acquisition or completion of construction thereof for the purpose of financing all or any part of the purchase or construction price thereof;
(e) any lien in favor of the United States of America or any State thereof or the District of Columbia, or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(df) Pledges any lien securing the performance of propertyany contract or undertaking not directly or indirectly in connection with the borrowing of money, shares obtaining of stock advances or Debt existing at credit or the time securing of acquisition thereof debt, if made and continuing in the ordinary course of business;
(including acquisition through merger or consolidationg) or any lien to secure nonrecourse obligations in connection with the payment of all Borrower's engaging in leveraged or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofsingle-investor lease transactions; and
(eh) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a in whole or in part, of any Pledge lien, charge or pledge referred to in the foregoing clauses (a) to (dg), inclusive, of this Section 5.5; provided, however, that the amount of any and all obligations and indebtedness secured thereby shall not exceed the amount thereof so secured immediately prior to the time of such extension, renewal or replacement and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that property which secured the Pledge charge or lien so extended, renewed or replaced (plus improvements on such property).
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Negative Pledge. The Company will Borrower shall not itself, and will not incur or permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notesLiens against any of its property except (collectively, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:"Permitted Liens"):
(a) Pledges of property ofpledges or deposits in connection with or to secure worker's compensation employment insurance, pensions or other employee benefits, or on any shares of stock of in connection with leases or Debt ofother contracts, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryor to secure public or statutory obligations, or to secure surety or appeal bonds;
(b) Pledges Liens for taxes, assessments or governmental charges or levies to the extent not delinquent or that are being diligently contested in favor of the Company or any Manufacturing Subsidiarygood faith by appropriate proceedings and for which Borrower has set aside adequate reserves in accordance with generally accepted accounting principles;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statuteLiens arising under the Loan Documents;
(d) Pledges purchase money Liens upon or in property acquired or held by Borrower in the ordinary course of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or business to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt to secure indebtedness incurred solely for the purpose of financing all the acquisition of any such property to be subject to such Liens, or Liens existing on any part such property at the time of the purchase price thereof; and
(e) any extensionacquisition, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, replacements of any Pledge referred to in of the foregoing clauses (a) for the same or a lesser amount, provided that no such Lien shall extend to (d), inclusive; provided, however, that or cover any property other than the property being acquired and no such extension, renewal or replacement Pledge shall be limited extend to all or a part of cover property not theretofore subject to the same property, shares of stock or Debt that secured the Pledge Lien being extended, renewed or replaced replaced, and provided, further, that the aggregate principal amount of debt at any one time outstanding secured by Liens permitted by this clause (plus improvements on d) shall not exceed $100,000;
(e) Liens imposed by law, such property)as carriers', workmen's and repairmen's liens and other similar Liens arising in the ordinary course of business securing obligations which are not overdue by more than 60 days or which have been fully bonded or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been set aside in accordance with generally accepted accounting principles;
(f) easements, rights-of-way, zoning and other similar restrictions and encumbrances, which do not (individually or in the aggregate) materially detract from the use of the property to which they attach by the Borrower;
(g) Liens of Commodity Intermediaries as described in the Control Agreements;
(h) the Permitted Encumbrances defined in the Mortgage; and
(i) Liens disclosed in Exhibit C attached to this Agreement and incorporated herein by reference.
Appears in 1 contract
Negative Pledge. The So long as any of the Bonds remain outstanding, the Company will not itselfensure that no Relevant Indebtedness of the Company or of any PES Subsidiary or of any other person and no guarantee by the Company or any PES Subsidiary of any Relevant Indebtedness of any other person will be secured by a Security Interest upon, and will not permit any Manufacturing Subsidiary or with respect to, incurany of the present or future business, issueundertaking, assume, guarantee assets or suffer to exist revenues (including any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property uncalled capital) of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing PES Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determineshall, any other Debt before or at the same time as the creation of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally Security Interest, take any and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply action necessary to Debt secured byensure that:
(a) Pledges all amounts payable by it under the Bonds, the Coupons and the Trust Deed are secured equally and rateably with the Relevant Indebtedness or guarantee of property ofRelevant indebtedness, or on any shares of stock of or Debt ofas the case may be, any corporation existing at the time by such corporation becomes a Manufacturing Subsidiary;Security Interest; or
(b) Pledges such other Security Interest or guarantee or other arrangement (whether or not including the giving of a Security Interest) is provided in favor respect of all amounts payable by the Company under the Bonds, the Coupons and the Trust Deed either (i) as the Trustee shall in its absolute discretion deem not materially less beneficial to the interests of the Bondholders or (ii) as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Bondholders. save that the Company or any Manufacturing Subsidiary;
(c) Pledges PES Subsidiary may create, assume or have outstanding a Security Interest in favor respect of any governmental body Relevant Indebtedness and/or any guarantees given by the Company or any PES Subsidiary in respect of any Relevant Indebtedness of any person (without the obligation to secure progress, advance provide a Security Interest or guarantee or other payments pursuant to arrangement in respect of all amounts payable by the Company under the Bonds, the Coupons and the Trust Deed as aforesaid) where (1) such Relevant Indebtedness has an initial maturity falling not earlier than 31st December 2022 and is of a maximum aggregate amount outstanding at any contract or provision time not exceeding the greater of any statute;
(dpound)200,000,000 and 20 per cent, of the Capital and Reserves, (2) Pledges such Security Interest existed in respect of property, shares a company that becomes a PES Subsidiary of stock or Debt existing the Company after 11th December 1997 (provided that such Security Interest was not created in contemplation of such company becoming a PES Subsidiary and the principal amount secured at the time of acquisition thereof such company becoming a PES Subsidiary is not subsequently increased), (including acquisition through merger or consolidation3) or to secure such Security Interest existed on the payment date of all or any part original issue of the purchase price thereof Bonds or (4) with respect to secure any Debt incurred prior toSecurity Interests described in (2) and (3), at the time ofsuch Security Interests are extended, renewed or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement replaced (or successive extensions, renewals or replacements)replacements for such Security Interests are themselves extended, as a whole renewed or in part, of any Pledge referred to in the foregoing clauses (areplaced) to (d)secure Relevant Indebtedness in an aggregate principal amount which does not exceed the aggregate principal amount of the Relevant Indebtedness secured by the Security Interest so extended, inclusive; providedrenewed or replaced, however, provided that such extension, renewal or replacement Pledge shall be Security Interest is limited to all or a part of the same property, shares of stock property or Debt that secured assets which were subject to the Pledge Security Interest so extended, renewed or replaced (plus improvements on replaced, as such property)property or assets may be improved from time to time.
Appears in 1 contract
Negative Pledge. The Company will not itselfIf the Borrower or any Subsidiary of the Borrower shall mortgage, and will not permit pledge, encumber, or subject to a lien (hereinafter to “Mortgage” or a “Mortgage”) as security for any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notesany Specified Oil and Gas Property, bonds, debentures the Borrower will secure or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of will cause such Subsidiary to secure the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured Borrower’s obligations hereunder equally and ratably with (or prior to) such all indebtedness secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, by the aggregate amount of all such secured Debt so secured plus all Attributable Debt Mortgage then being given and with any other indebtedness of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive AssetsBorrower or such Subsidiary then entitled thereto; provided, however, that this Section 7.5 covenant shall not apply to Debt secured byin the case of:
(ai) Pledges any Mortgage existing on the date of this Agreement (whether or not such Mortgage includes an after-acquired property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryprovision);
(bii) Pledges any Mortgage, including a purchase money Mortgage, incurred in connection with the acquisition of any property (for purposes hereof the creation of any Mortgage within 180 days after the acquisition or completion of construction of such property shall be deemed to be incurred in connection with the acquisition of such property), the assumption of any Mortgage previously existing on any acquired property or any Mortgage existing on the property of any Person when such Person becomes a Subsidiary of the Borrower;
(iii) any Mortgage on such property in favor of the Company United States of America, any state, or any Manufacturing Subsidiary;
(c) Pledges in favor agency, department, political subdivision or other instrumentality of any governmental body either, to secure progresspartial, progress or advance payments to the Borrower or other payments any Subsidiary of the Borrower pursuant to the provisions of any contract or provision of any statute;
(div) Pledges any Mortgage on such property in favor of propertythe United States of America, shares any state, or any agency, department, political subdivision or other instrumentality of stock either, to secure borrowings by the Borrower or Debt existing at any Subsidiary of the Borrower for the purchase or construction of the property mortgaged;
(v) any Mortgage in connection with a sale or other transfer of (i) oil or gas in place for a period of time or in an amount such that the purchaser will realize therefrom a specified amount of acquisition thereof money or specified amount of minerals or (including acquisition through merger ii) any interest in property of the character commonly referred to as an “oil payment” or consolidation“production payment”;
(vi) any Mortgage on any property arising in connection with or to secure the payment of all or any part of the purchase price thereof cost of the repair, construction, improvement, alteration, exploration, development or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition drilling of such property or shares any portion thereof;
(vii) any Mortgage on any pipeline, gathering system, pumping or Debt compressor station, pipeline storage facility, other pipeline facility, drilling equipment, drilling platform, drilling barge, any movable railway, marine or automotive equipment, gas plant, office building, storage tank, or warehouse facility, any of which is located on a Specified Oil and Gas Property;
(viii) any Mortgage on any equipment or other personal property used in connection with a Specified Oil and Gas Property;
(ix) any Mortgage on a Specified Oil and Gas Property arising in connection with the sale of accounts receivable resulting from the sale of oil or gas at the wellhead; or
(x) any renewal of or substitution for any Mortgage permitted under the purpose of financing all preceding clauses. Notwithstanding the foregoing restriction contained in this Section 5.03, the Borrower may, and may permit its Subsidiaries to incur liens or grant Mortgages on Specified Oil and Gas Properties as security for any part indebtedness for money borrowed so long as the net book value of the purchase price thereof; and
Specified Oil and Gas Properties so encumbered, together with all property subject to sale and leaseback transactions entered into in reliance on the exception provided in clause (eii) any extensionof Section 5.04, renewal does not at the time such lien or replacement (or successive extensions, renewals or replacements), as a whole or in part, Mortgage is granted exceed 15% of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Net Tangible Assets.
Appears in 1 contract
Samples: Credit Agreement (Marathon Oil Corp)
Negative Pledge. The No Company will not itselfshall create, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee assume or suffer to exist (upon the happening of a contingency or otherwise) any notesLien upon any of its property or assets, bonds, debentures whether now owned or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assetshereafter acquired; provided, however, provided that this Section 7.5 5.9 shall not apply to Debt secured bythe following:
(ai) Pledges of property of, Liens for taxes not yet due or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiarythat are being actively contested in good faith by appropriate proceedings and for which adequate reserves shall have been established in accordance with GAAP;
(bii) Pledges in favor any Lien granted to Agent, for the benefit of the Company or any Manufacturing SubsidiaryLenders;
(ciii) Pledges other statutory Liens incidental to the conduct of its business or the ownership of its property and assets that (i) were not incurred in favor connection with the borrowing of any governmental body to secure progressmoney or the obtaining of advances or credit, advance and (ii) do not in the aggregate materially detract from the value of its property or other payments pursuant to any contract assets or provision materially impair the use thereof in the operation of any statuteits business;
(div) Pledges Liens on property or assets of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or a Subsidiary to secure obligations of such Subsidiary to a Credit Party;
(v) purchase money Liens on fixed assets securing the payment of all or any part of loans and Capitalized Lease Obligations pursuant to Section 5.8 (b) hereof, provided that such Lien is limited to the purchase price thereof and only attaches to the property being acquired;
(vi) the Liens existing on the Closing Date as set forth in Schedule 5.9 hereto and replacements, extensions, renewals, refundings or refinancings thereof, but only to secure the extent that the amount of debt secured thereby shall not be increased;
(vii) easements or other minor defects or irregularities in title of real property not interfering in any Debt incurred prior to, at material respect with the time of, or within 60 days after, the acquisition use of such property or shares or Debt for in the purpose business of financing all or any part Company;
(viii) liens on assets of the purchase price thereof; andMexican Subsidiaries securing the Indebtedness described in Section 5.8(g) hereof;
(eix) any extensionliens on the Valley City Steel Assets securing the Indebtedness described in Section 5.8(j) hereof; or
(x) Liens on fixed assets securing the loans incurred pursuant to Section 5.8(f) hereof, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, provided that each such extension, renewal or replacement Pledge shall be Lien is limited to all the assets purchased or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)leased.
Appears in 1 contract
Samples: Credit and Security Agreement (Shiloh Industries Inc)
Negative Pledge. The Company Ford will not itself, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company Ford or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Note Obligations (together with, if the Company Ford shall so determine, any other Debt of the Company Ford or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the ObligationsObligations (as defined in the Existing Credit Agreement)) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company Ford and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed five percent (5% %) of the Consolidated Net Tangible Automotive Company Excluding FMCC Assets; provided, however, that this Section 7.5 1.05 (Negative Pledge) of Part II-A of Schedule E (Sponsor Entity Specific Covenants) of shall not apply to Debt secured by:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor of the Company Ford or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 sixty (60) days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).
Appears in 1 contract
Samples: Sponsor Support, Share Retention and Subordination Agreement (Ford Motor Co)
Negative Pledge. The Company will not itself, and will not permit any Manufacturing Restricted Subsidiary to, incur, issue, assume, or guarantee any loans, whether or suffer to exist not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (loans, notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured after the date hereof by pledge of, or mortgage or lien on, on (i) any Principal Domestic Manufacturing Property of the Company or any Manufacturing Principal Property of any Restricted Subsidiary, or (ii) any shares of capital stock of or Debt of any Manufacturing Subsidiary Restricted Subsidiary, or (such mortgages, pledges and liens being hereinafter called “Pledge” iii) any inventory or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt accounts receivable of the Company or any inventory or accounts receivable of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so securedany Restricted Subsidiary, unless, after giving effect thereto, the aggregate amount Attributable Amount in respect of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 510% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 5.06 shall not apply to to, and there shall be excluded from secured Debt in any computation under this Section 5.06, Debt secured by:
(a) Pledges of Mortgages on property of, or on any shares of capital stock of or Debt or inventory or accounts receivable of, any corporation existing at the time such corporation becomes a Manufacturing Restricted Subsidiary or Subsidiary, as the case may be;
(b) Pledges Mortgages in favor of the Company or any Manufacturing Restricted Subsidiary;
(c) Pledges Mortgages in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of Mortgages on property, shares of capital stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or construction thereon or to secure any Debt incurred prior to, at the time of, or within 60 360 days after, after the later of the acquisition of such property or property, shares of capital stock or Debt or the completion of construction for the purpose of financing all or any part of the purchase price thereof; andthereof or construction thereon;
(e) Mortgages securing obligations issued by a State, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the holder by reason of Section 103(a)(1) of the Internal Revenue Code of 1986, as amended, (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations;
(f) Mechanics’, materialmen’s, carriers’, or other like liens arising in the ordinary course of business (including construction of facilities) in respect of obligations which are not due or which are being contested in good faith;
(g) Any Mortgage arising by reason of deposits with, or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulations, which is required by law or governmental regulations as a condition to the transaction of any business, or the exercise of any privilege, franchise or license;
(h) Mortgages for taxes, assessments or governmental charges or levies not yet delinquent, or Mortgages for taxes, assessments or governmental charges or levies already delinquent but the validity of which is being contested in good faith;
(i) Mortgages (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, execution thereon is stayed;
(j) Mortgages (other than on any inventory or accounts receivable of the Company or any Subsidiary) existing at the date hereof;
(k) Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge mortgage referred to in the foregoing clauses (a) to through (d)j) above, inclusive; provided, however, that such extension, renewal or replacement Pledge Mortgage shall be limited to all or a part of the same property, shares of capital stock or Debt that secured the Pledge Mortgage extended, renewed or replaced (plus improvements on such property).; and
(l) Mortgages securing asset-based Debt in an aggregate principal amount not to exceed $750,000,000 at any one time outstanding on inventory and accounts receivable of the Company and its Subsidiaries. In this Section 5.06 the following terms have the following meanings:
Appears in 1 contract
Samples: Credit Agreement (Heinz H J Co)
Negative Pledge. The Company will Borrower and/or any of its Subsidiaries shall not itself, and will not permit any Manufacturing Subsidiary tocreate, incur, issue, assume, guarantee or suffer to exist any noteslien, bondsencumbrance, debentures or other similar evidences of indebtedness for money borrowed (notesmortgage, bondssecurity interest, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge ofpledge, or mortgage or lien oncharge of any kind (including. without limitation, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiarynegative pledge, or any shares "secret", "springing", or other unrecorded lien) upon any of stock of their property or Debt assets of any Manufacturing Subsidiary (character, whether now owned or hereafter acquired, or transfer any of such mortgages, pledges and liens being hereinafter called “Pledge” property or “Pledges”), without effectively providing that assets for the Obligations (together with, if purpose of subjecting the Company shall so determine, same to the payment of any indebtedness or performance of any other Debt of the Company obligation, or of such Manufacturing Subsidiary then existing acquire or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (have an option to acquire any property or prior to) such secured Debtassets upon conditional sale or other title retention agreement, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assetsdevice or arrangement; provided, however, that this the Borrower and its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) liens for taxes or assessments for governmental charges or levies if payment thereof shall not at the time be required to be made; (ii) liens in respect of pledges and deposits under workers' compensation laws or similar legislation, and in respect of pledges or deposits in connection with appeal or similar bonds incidental to the conduct of litigation; (iii) liens incidental to the conduct of the business of the Borrower and its Subsidiaries not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not in the aggregate materially detract from the value of their assets or property; (iv) mechanics' and materialmen's liens which have attached pursuant to Chapter 507, Hawaii Revised Statutes, as long as the Borrower or its Subsidiaries have filed a bond, sufficient to discharge such lien, with the clerk of the applicable circuit court, as provided in Section 7.5 507-43, Hawaii Revised Statutes; and (v) liens specifically allowed with respect to "Permitted Indebtedness". This negative pledge shall not apply to Debt secured by:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor portion of the Company Borrower's or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such its Subsidiaries' property or shares assets transferred, assigned or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as conveyed upon due consideration to a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)."Third Party
Appears in 1 contract
Samples: Loan Agreement (Schuler Homes Inc)
Negative Pledge. The Company will Each of the Issuer and the Guarantor undertakes, as long as any Notes are outstanding, but only up to the time all amounts of principal and interest have been placed at the disposal of the Agent, not itselfto, and will not shall procure that no Material Subsidiary of the Issuer or the Guarantor will, create or permit to subsist any Manufacturing Subsidiary tomortgage, incurcharge, issuepledge, assume, guarantee or suffer to exist any notes, bonds, debentures lien (other than solely by operation of law) or other similar evidences encumbrance upon any or all of indebtedness for money borrowed its present or future assets (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, including any Principal Domestic Manufacturing Property of the Company or uncalled capital) to secure any Manufacturing Subsidiary, or any shares of stock of or Public Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” Person or “Pledges”)any obligation of any Person under any guarantee of or indemnity in respect of any Public Debt of any other Person, without effectively providing that at the Obligations (together with, if same time having the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured Noteholders' share equally and ratably with (in such security or prior to) such secured Debt, so long other security as such secured Debt shall be so secured, unless, after giving effect theretoapproved by an independent accounting firm of internationally recognised standing as being equivalent security. Nothing in this §2 shall prevent the Issuer, the aggregate amount of all such secured Debt so secured plus all Attributable Debt Guarantor or any Material Subsidiary of the Company Issuer or the Guarantor, as the case may be, from creating or permitting to subsist a mortgage, lien, pledge or other charge upon a defined or definable pool of its assets including, but not limited to, receivables (not representing all of the assets of the Issuer, the Guarantor or any Material Subsidiary of the Issuer or the Guarantor, as the case may be) (the "Secured Assets") which is or was created pursuant to any securitisation or like arrangement in accordance with established market practice (whether or not involving itself as the issuer of any issue of asset backed securities) and its Manufacturing Subsidiaries whereby all payment obligations in respect of Sale and Leaseback Transactions would not exceed 5% the Public Debt of any Person or under any guarantee of or indemnity in respect of the Consolidated Net Tangible Automotive Assets; providedPublic Debt of any other Person, howeveras the case may be, that this Section 7.5 shall not apply to Debt secured by:
(a) Pledges of property ofon, or on an interest in, the Secured Assets are to be discharged solely from the Secured Assets (or solely from (i) the Secured Assets and (ii) assets of a Person other than the Issuer, the Guarantor or any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor Material Subsidiary of the Company Issuer or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such propertyGuarantor).
Appears in 1 contract
Samples: Euro Medium Term Note Programme
Negative Pledge. The Company So long as any Note of a Series remains outstanding, the Issuer will not itselfcreate or have outstanding any mortgage, and will not permit any Manufacturing Subsidiary charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, incurany of its present or future business, issueundertaking, assumeassets or revenues (including any uncalled capital) to secure any Relevant Indebtedness unless the Issuer, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property in the case of the Company creation of a Security Interest, before or any Manufacturing Subsidiaryat the same time and, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, in any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally case, promptly, takes any and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply action necessary to Debt secured byensure that:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at all amounts payable by it under the time such corporation becomes a Manufacturing Subsidiary;Notes are secured by the Security Interest equally and rateably with the Relevant Indebtedness,
(b) Pledges in favor of the Company or any Manufacturing Subsidiary;such Security Interest is terminated,
(c) Pledges in favor such other arrangement (whether or not it includes the giving of any governmental body to secure progressa Security Interest) is provided for the benefit of the Noteholders as is approved by an Extraordinary Resolution of the Noteholders of such Series, advance or other payments pursuant to any contract or provision of any statute;or
(d) Pledges such Security Interest is provided as is approved by an Extraordinary Resolution of propertythe Noteholders of such Series. Nothing in this Condition 4.1 shall prevent the Issuer from creating or permitting to subsist any Security Interest upon, shares or with respect to, any present or future business, undertaking, assets or revenues (including any uncalled capital) or any part thereof that is created pursuant to: (i) a bond, note or other indebtedness whereby the payment obligations are secured by a segregated pool of stock assets (whether held by the Issuer or Debt any third party guarantor) (any such bond, note or other indebtedness, a “Covered Bond”) or (ii) any securitisation of receivables or other payment rights, asset-backed financing or similar financing structure (created in accordance with normal market practice) and whereby all payment obligations secured by such Security Interest or having the benefit of such Security Interest are to be discharged principally from such business, undertaking, assets or revenues (or, in the case of Direct Recourse Securities, by direct unsecured recourse to the Issuer); provided that the aggregate then-existing balance sheet value of receivables or other assets subject to any Security Interest created in respect of: (A) Covered Bonds that are Relevant Indebtedness and (B) any other secured Relevant Indebtedness (other than Direct Recourse Securities) of the Issuer, when added to the outstanding principal amount of all Direct Recourse Securities that are Relevant Indebtedness, does not, at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part incurrence thereof, exceed 15% of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part consolidated total assets of the purchase price thereof; and
Issuer (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to shown in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part most recent audited consolidated financial statements of the same property, shares of stock or Debt that secured Issuer prepared in accordance with the Pledge extended, renewed or replaced (plus improvements on such propertyBRSA Principles).
Appears in 1 contract
Samples: Agency Agreement
Negative Pledge. The Parent and the Company will not itselfnot, and will not permit any Manufacturing other Subsidiary to, at any time after the Collateral Release Date, directly or indirectly create, incur, issue, assume, guarantee assume or suffer permit to exist (upon the happening of a contingency or otherwise) any notesLien on or with respect to any Property (including, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien onwithout limitation, any Principal Domestic Manufacturing Property document or instrument in respect of goods or accounts receivable) of the Parent, the Company or any Manufacturing such other Subsidiary, whether now owned or held or hereafter acquired, or any shares income or profits therefrom or assign or otherwise convey any right to receive income or profits (unless it makes, or causes to be made, effective provision whereby the Notes will be equally and ratably secured with any and all other obligations thereby U.S. RESTAURANT PROPERTIES OPERATING L.P. 29 NOTE PURCHASE AGREEMENT secured, such security to be pursuant to an agreement reasonably satisfactory to the Required Holders and, in any such case, the Notes shall have the benefit, to the fullest extent that, and with such priority as, the holders of stock the Notes may be entitled under applicable law, of or Debt of any Manufacturing Subsidiary (an equitable Lien on such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”property), except:
(i) Liens for taxes, assessments or other governmental charges which are not yet due and payable or the payment of which is not at the time required by Section 6.1;
(ii) Liens
(A) arising from judicial attachments and judgments,
(B) securing appeal bonds or supersedeas bonds, and
(C) arising in connection with court proceedings (including, without limitation, surety bonds and letters of credit or any other instrument serving a similar purpose), PROVIDED that (1) the execution or other enforcement of such Liens is effectively providing stayed, (2) the claims secured thereby are being actively contested in good faith and by appropriate proceedings, (3) adequate book reserves shall have been established and maintained and shall exist with respect thereto, and (4) the aggregate amount so secured is a Permitted Other Secured Obligation;
(iii) Liens incidental to the conduct of the business of the Parent, the Company and the other Subsidiaries or to the ownership of the Property and assets of such Person, including pledges or deposits in connection with workers' compensation and social security taxes, assessments and charges, PROVIDED that such Liens
(A) were not incurred in connection with the Obligations borrowing of money or the obtaining of advances or credit, and
(together B) do not, in the aggregate for all such Liens, otherwise materially detract from the value of such Property or assets or materially impair the use thereof in the operation of the business of such Person;
(iv) leases or subleases granted to others, easements, rights-of-way, restrictions and other similar charges or encumbrances, in each case incidental to, and not interfering with, if the Company shall so determineuse of the affected Property in the ordinary conduct of the business of the Parent, any other Debt of the Company or any of the other Subsidiaries, PROVIDED that such Liens do not, in the aggregate for all such Liens, materially detract from the value of such Manufacturing Property;
(v) Liens existing on the Closing Date and fully described in PART 6.9(a) OF ANNEX 3;
(vi) Liens on property or assets of the Parent, the Company or any other Subsidiary then existing securing Debt owing to the Parent, the Company or thereafter created ranking equally with to another Wholly-Owned Subsidiary;
(vii) Liens securing renewals, extensions (as to time) and refinancings of Debt secured by the ObligationsLiens described in clause (v) shall be of this Section 6.9(a), PROVIDED that
(A) the amount of Debt secured equally and ratably with by each such Lien is not increased in excess of the amount of such Debt outstanding on the date of such renewal, extension or refinancing, U.S. RESTAURANT PROPERTIES OPERATING L.P. 30 NOTE PURCHASE AGREEMENT
(B) none of such Liens is extended to encumber or otherwise relate to or cover any additional Property of the Parent, the Company or any other Subsidiary, and
(C) immediately prior to) , and immediately after the consummation of such secured Debtrenewal, so long as such secured Debt shall be so securedextension or refinancing, unless, and after giving effect thereto, the aggregate amount no Default or Event of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions Default exists or would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryexist;
(bviii) Pledges in favor any Lien created to secure all or any part of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progresspurchase price, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of Debt incurred or assumed to pay all or any part of the purchase price thereof or cost of construction, of Property (or any improvement thereon) acquired or constructed by the Parent, the Company or any other Subsidiary after the Closing Date, PROVIDED that
(A) any such Lien shall extend solely to secure the item or items of such Property (or improvement thereon) so acquired or constructed and, if required by the terms of the instrument originally creating such Lien, other Property (or improvement thereon) which is an improvement to or is acquired for specific use in connection with such acquired or constructed Property (or improvement thereon) or which is real Property being improved by such acquired or constructed Property (or improvement thereon),
(B) the principal amount of the Debt secured by any Debt incurred prior to, such Lien shall at no time exceed an amount equal to 100% of the Fair Market Value (as determined in good faith by the board of directors of the Managing General Partner of the Company or other managing board of the Company) of such Property (or improvement thereon) at the time ofof such acquisition or construction, and
(C) any such Lien shall be created contemporaneously with, or within 60 180 days after, the acquisition or construction of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofProperty; and
(eix) any extensionLien renewing, renewal extending or replacement refunding any Lien permitted by the foregoing clause (or successive extensions, renewals or replacementsviii), as a whole or in part, PROVIDED that (A) the principal amount of any Pledge referred Debt secured by such Lien immediately prior to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge refunding is not increased, (B) such Lien is not extended to any other Property, and (C) immediately prior to and after such extension, renewal or refunding no Default or Event of Default would exist;
(x) any Lien existing on Property of a Person immediately prior to its being consolidated with or merged into the Parent, the Company or another Subsidiary or its becoming a Subsidiary, or any Lien existing on any Property acquired by the Parent, the Company or any other Subsidiary at the time such Property is so acquired (whether or not the Debt secured thereby shall be limited have been assumed), PROVIDED that
(A) no such Lien shall have been created or assumed in contemplation of such consolidation or merger or such Person's becoming a Subsidiary or such acquisition of Property,
(B) each such Lien shall extend solely to all the item or a part items of Property so acquired and, if required by the terms of the same propertyinstrument originally creating such Lien, shares other Property which is an improvement to or is acquired for specific use in connection with such acquired Property, and U.S. RESTAURANT PROPERTIES OPERATING L.P. 31 NOTE PURCHASE AGREEMENT
(C) the principal amount of stock the Debt secured by any such Lien shall at no time exceed an amount equal to 100% of the Fair Market Value (as determined in good faith by the board of directors of the Managing General Partner of the Company or other managing board of the Company) of such Property at the time of such acquisition;
(xi) other Liens on Property of the Parent, the Company or the other Subsidiaries not otherwise permitted pursuant to clause (i) through clause (x), inclusive, of this Section 6.9(a), PROVIDED that
(A) the Debt that or other obligation secured by such Lien is a Permitted Other Secured Obligation; and
(B) prior to, and after giving effect to the Pledge extendedincurrence, renewed assumption or replaced (plus improvements on creation of any such property)Lien, and to any concurrent application of the proceeds of any Debt or other obligation secured thereby, no Default or Event of Default would exist.
Appears in 1 contract
Samples: Note Purchase Agreement (U S Restaurant Properties Master L P)
Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate, issue, assume, guarantee incur or suffer to exist any notesmortgage or pledge, bondsas security for any indebtedness, debentures on or of any shares of stock, indebtedness or other similar evidences obligations of indebtedness for money borrowed (notes, bonds, debentures a Restricted Subsidiary or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock stock, indebtedness or other obligations of a Restricted Subsidiary or Debt Principal Property are owned at the date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (all indebtedness secured by such mortgage or prior to) such secured Debtpledge, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured by:
in the case of: (ai) Pledges the creation of property ofany mortgage, pledge or other lien on any shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a Manufacturing Subsidiary;
Subsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that every such mortgage, pledge or lien referred to in this clause (bi) Pledges shall attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (ii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary;; (iv) any mortgage, pledge or other lien on any Principal Property being constructed or improved securing loans to finance such construction or improvements; (v) any mortgage, pledge or other lien on shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations; and (vi) any renewal of or substitution for any mortgage, pledge or other lien permitted by any of the preceding clauses (i) through (v), provided, in the case of a mortgage, pledge or other lien permitted under clause (i), (ii) or (iv), the indebtedness secured is not increased nor the lien extended to any additional assets.
(cb) Pledges Notwithstanding the provisions of paragraph (a) of this Section, the Company or any Restricted Subsidiary may create or assume liens in favor addition to those permitted by paragraph (a) of any governmental body to secure progressthis Section, advance and renew, extend or other payments pursuant to any contract or provision of any statute;
(d) Pledges of propertyreplace such liens, shares of stock or Debt existing provided that at the time of acquisition thereof (including acquisition through merger such creation, assumption, renewal, extension or consolidation) or to secure the payment replacement, and after giving effect thereto, Exempted Debt does not exceed 10% of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Net Worth.
Appears in 1 contract
Samples: Indenture (Kraft Foods Inc)
Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed :
(notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or i) mortgage or lien on, pledge as security for any indebtedness any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, whether such Principal Property is owned at the date of this Indenture or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgageshereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (all indebtedness secured by such mortgage or prior to) such secured Debtpledge, so long as such indebtedness shall be so secured;
(ii) mortgage or pledge as security for any indebtedness any shares of stock, indebtedness or other obligations of RJRT, unless the Company pledges or secures or causes such Restricted Subsidiary to pledge or secure (x) such shares of stock, indebtedness or other obligations of RJRT to the Company equally and ratably with all indebtedness secured Debt by such mortgage or pledge, so long as such indebtedness shall be so secured and assign the Company’s security interest in such assets to the Collateral Agent to secure the outstanding Securities equally and ratably with all indebtedness secured by such mortgage or pledge, so long as such indebtedness shall be so secured, unlessor (y) the outstanding Securities equally and ratably with all indebtedness secured with such mortgage or pledge, after giving effect theretoso long as such indebtedness shall be so secured;
(iii) mortgage or pledge as security for any public bonds or notes any shares of stock, the aggregate amount indebtedness or other obligations of all such secured Debt so secured plus all Attributable Debt a Subsidiary (other than that of RJRT) held by or owed to any of the Company or such Restricted Subsidiary, whether such shares of stock, indebtedness or other obligations are owned at the date of this Indenture or hereafter acquired, unless the Company secures or causes such Restricted Subsidiary to secure the outstanding Securities equally and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assetsratably with all such public bonds or notes secured by such mortgage or pledge, so long as such public bonds or notes shall be so secured; provided, however, that this Section 7.5 covenant shall not apply to Debt secured byin the case of:
(aA) Pledges the creation of property ofany mortgage, pledge or other lien on any shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property acquired hereafter existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a Manufacturing SubsidiarySubsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that every such mortgage, pledge or lien referred to in this clause (A) shall attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon;
(bB) Pledges any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of this Indenture;
(C) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary;
(cD) Pledges in favor of any governmental body to secure progressmortgage, advance pledge or other payments pursuant lien on Principal Property being constructed or improved securing loans to any contract finance such construction or provision of any statuteimprovements;
(dE) Pledges of propertyany mortgage, pledge or other lien on shares of stock stock, indebtedness or Debt existing at the time other obligations of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all a Subsidiary or any part Principal Property incurred in connection with the issuance of tax-exempt governmental obligations; or
(F) any renewal of or substitution for any mortgage, pledge or other lien permitted by any of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
preceding clauses (eA) any extension, renewal or replacement through (or successive extensions, renewals or replacementsE), as a whole or in partprovided, of any Pledge referred to that in the foregoing clauses (a) to (d)case of a mortgage, inclusive; provided, however, that such extension, renewal pledge or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).other lien permitted under clause
Appears in 1 contract
Samples: Indenture (Reynolds American Inc)
Negative Pledge. The So long as any Convertible Bonds remain outstanding, the Company will not itselfnot, and will not ensure that none of its Subsidiaries will, create, permit to subsist any Manufacturing Subsidiary toEncumbrance, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of upon the Company whole or any Manufacturing Subsidiarypart of its present or future undertaking, property, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness, or any shares of stock of guarantee or Debt indemnity in respect of any Manufacturing Subsidiary (Relevant Indebtedness, unless in such mortgagescase, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be Convertible Bonds are secured equally and ratably rateably with or prior to such Relevant Indebtedness (or prior tosuch guarantee or indemnity in respect thereof) or such secured Debt, so long other security as such secured Debt shall be so secured, unless, after giving effect thereto, the Majority Convertible Bondholders may in its absolute discretion deem not materially less favourable to the interests of the Convertible Bondholders or unless the aggregate outstanding principal amount of all such secured Debt so Relevant Indebtedness (other than the Relevant Indebtedness secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries by Encumbrances described in respect of Sale and Leaseback Transactions (a) to (h) below) would not exceed 5% 10 per cent. of the Company’s Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall . The foregoing restrictions will not apply to Debt secured byto:
(a) Pledges any netting or set-off arrangement entered into by any member of property of, or on any shares the Group in the ordinary course of stock its banking arrangements for the purpose of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiarynetting debit and credit balances;
(b) Pledges any lien arising by operation of law and in favor the ordinary course of trading so long as the Company debt which it secures is paid when due or any Manufacturing Subsidiarycontested in good faith by appropriate proceedings and properly provisioned;
(c) Pledges in favor any Encumbrance existing on or prior to the date of any governmental body to secure progress, advance or other payments pursuant to any contract or provision issue of any statutethe Convertible Bonds;
(d) Pledges of property, shares of stock any Encumbrance existing on any property or Debt existing at asset prior to the time of acquisition thereof by the Company or any Subsidiary of the Company or arising after such acquisition pursuant to contractual commitments entered into prior to, and not in contemplation of, such acquisition;
(including acquisition through merger e) any Encumbrance on any property or consolidation) asset securing any Relevant Indebtedness incurred or to secure assumed for the payment purpose of financing the purchase price thereof or the cost of construction, improvement or repair of all or any part thereof; provided that such Encumbrance is created or attaches to such property concurrently with or within 12 months after the acquisition thereof or completion of construction, improvement or repair thereof, as the case may be;
(f) any Encumbrance securing any Relevant Indebtedness owing to or held by the Company;
(g) any Encumbrance in respect of any present or future taxes, duties, assessments or governmental charges of whatever nature not yet due and payable or that the Company or applicable Subsidiary is contesting in good faith by appropriate proceedings and in respect of which adequate reserves are maintained; or
(h) any Encumbrance arising out of the purchase price thereof or to secure any Debt incurred prior torefinancing, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, refunding of any Pledge referred to in Relevant Indebtedness secured by any Encumbrance permitted by any of the foregoing clauses (a) to (d), inclusiveclauses; provided, however, provided that such extensionRelevant Indebtedness (including premiums, renewal accrued interest, fees and expenses) is not increased and is not secured by any additional property or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).assets;
Appears in 1 contract
Negative Pledge. The So long as any Preferred Stock is outstanding, the Company will not itselfshall not, and will shall cause each of its Subsidiaries not permit any Manufacturing Subsidiary to, create, incur, issue, assume, guarantee assume or suffer to exist any notespledge, bondshypothecation, debentures assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other similar evidences security agreement or preferential arrangement of indebtedness for money borrowed any kind or nature whatsoever (notesincluding any lease or title retention agreement, bondsany financing lease having substantially the same economic effect as any of the foregoing, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge and the filing of, or mortgage or lien onagreement to give, any Principal Domestic Manufacturing Property of financing statement perfecting a security interest under the Company Uniform Commercial Code or any Manufacturing Subsidiary, or any shares of stock of or Debt comparable law of any Manufacturing Subsidiary jurisdiction) (such mortgageseach, pledges and liens being hereinafter called “Pledge” a "Lien") upon any of its property, whether now owned or “Pledges”hereafter acquired other than (i) for the Excepted Issuances (as defined in Section 12(a) hereof), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligationsii) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:
(a) Pledges of property of, Liens imposed by law for taxes that are not yet due or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles; (b) Pledges carriers', warehousemen's, mechanics', material men's, repairmen's and other like Liens imposed by law, arising in favor the ordinary course of the Company business and securing obligations that are not overdue by more than 30 days or any Manufacturing Subsidiary;
that are being contested in good faith and by appropriate proceedings; (c) Pledges pledges and deposits made in favor the ordinary course of any governmental body to secure progressbusiness in compliance with workers' compensation, advance unemployment insurance and other social security laws or other payments pursuant to any contract or provision of any statute;
regulations; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or deposits to secure the payment performance of all or any part bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to the financing of the purchase of new property in the ordinary course of the Company's business up to the amount of the purchase price thereof of such property, or to (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any Debt incurred prior to, at monetary obligations and do not materially detract from the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part value of the purchase price thereof; and
affected property (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, each of any Pledge referred to in the foregoing clauses (a) to through (df), inclusive; provideda "Permitted Lien") and (iii) indebtedness for borrowed money which is not senior or pari passu in right of payment to the dividends payable on the Preferred Stock, however, that such extension, renewal or replacement Pledge shall be limited on terms reasonably satisfactory to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Subscriber.
Appears in 1 contract
Negative Pledge. The Company covenants and agrees for the benefit of each series of Securities, with respect to which the provisions of this Section are determined pursuant to Section 301ot be applicable, that, so long as Securities of such series are Outstanding, the Company will not itselfnot, and will not permit any Manufacturing Subsidiary to, incurcreate, issue, assume, guarantee incur or suffer to exist assume any notes, bonds, debentures or other similar evidences of indebtedness Mortgage securing any Indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property Borrowed Money charging the interest of the Company or any Manufacturing SubsidiarySubsidiary in a Principal Property without making effective provision, and the Company covenants that in any such case it will make, or any shares cause to be made, effective provision, whereby the Securities of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations series (together with, if and to the extent the Company shall so determine, any other Debt of the Company indebtedness or of such Manufacturing Subsidiary other obligations then existing or thereafter created ranking equally with the Obligationscreated) shall be secured equally and ratably with (or prior to) any and all indebtedness and obligations secured or to be secured by such secured DebtMortgage, for so long as such secured Debt Indebtedness for Borrowed Money shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing covenants shall not prevent, restrict of apply to Debt secured byany of the following:
(a1) Pledges any Mortgage created, incurred or assumed to secure any Purchase Money Obligation, provided that:
(A) in the case of the acquisition of any property, the Mortgage does not extend to any property ofof the Company or any Subsidiary other than the property so acquired and fixed improvements thereto; and
(B) in case of the construction or improvement of any Principal Property, the Mortgage does not extend to any property of the Company or any Subsidiary other than the Principal Property on which or in respect of which the construction or improvement takes place and other fixed improvements thereto;
(2) any Mortgage in favor of the Company or any wholly-owned Subsidiary;
(3) any Mortgage on any shares property existing at the time such property becomes a Principal Property;
(4) any Mortgage on the property of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b5) Pledges in favor any Mortgage on the property of any corporation at the time such corporation is consolidated or amalgamated with or merged into the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of , provided that such Mortgage shall not constitute or become a charge on any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt Principal Property existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofthereto; and
(e6) any extension, renewal renewal, replacement or replacement (or successive extensions, renewals or replacements), as a whole or in part, refunding of any Pledge referred to in of the foregoing clauses (a) to (d)foregoing, inclusive; provided, however, provided that the principal amount secured thereby outstanding immediately before such extension, renewal renewal, replacement or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)refunding is not thereby increased.
Appears in 1 contract
Samples: Indenture (Weyerhaeuser Co)
Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate, issue, assume, guarantee incur or suffer to exist any notesmortgage or pledge, bondsas security for any indebtedness, debentures on or of any shares of stock, indebtedness or other similar evidences obligations of indebtedness for money borrowed (notes, bonds, debentures a Subsidiary or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt Principal Property of the Company or a Restricted Subsidiary is owned at the date of this Indenture or hereafter acquired, unless the Company secures or causes such Manufacturing Restricted Subsidiary then existing or thereafter created ranking equally with to secure the Obligations) shall be secured outstanding Securities equally and ratably with (all indebtedness secured by such mortgage or prior to) such secured Debtpledge, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured by:
in the case of: (ai) Pledges the creation of property ofany mortgage, pledge or other lien on any shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 180 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a Manufacturing Subsidiary;
Subsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that every such mortgage, pledge or lien referred to in this clause (bi) Pledges shall attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (ii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary;; (iv) any mortgage, pledge or other lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (v) any mortgage, pledge or other lien on shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations; and (vi) any renewal of or substitution for any mortgage, pledge or other lien permitted by any of the preceding clauses (i) through (v), provided, in the case of a mortgage, pledge or other lien permitted under clause (i), (ii) or (iv), the indebtedness secured is not increased nor the lien extended to any additional shares of stock, indebtedness or other obligations of a Subsidiary or any additional Principal Property.
(cb) Pledges Notwithstanding the provisions of paragraph (a) of this Section, the Company or any Restricted Subsidiary may create or assume liens in favor addition to those permitted by paragraph (a) of any governmental body to secure progressthis Section, advance and renew, extend or other payments pursuant to any contract or provision of any statute;
(d) Pledges of propertyreplace such liens, shares of stock or Debt existing provided that at the time of acquisition thereof (including acquisition through merger such creation, assumption, renewal, extension or consolidation) or to secure the payment replacement, and after giving effect thereto, Exempted Debt does not exceed 10% of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Net Tangible Assets.
Appears in 1 contract
Samples: Indenture (Tyson Foods Inc)
Negative Pledge. The Company So long as any of the Bonds remains outstanding (as defined in the Trust Deed) each of the Issuer and the Guarantor will not itselfensure that no Relevant Indebtedness of the Issuer, the Guarantor or any PES Subsidiary or of any other person and no guarantee by the Issuer, the Guarantor or any PES Subsidiary of any Relevant Indebtedness of any other person will not permit any Manufacturing Subsidiary be secured by a mortgage, charge, lien, pledge or other security interest (each a "Security Interest") upon, or with respect to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company present or future business, undertaking, assets or revenues (including any uncalled capital) of the Issuer, the Guarantor or any Manufacturing SubsidiaryPES Subsidiary unless the Issuer or the Guarantor, as the case may be shall, before or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that at the Obligations (together with, if same time as the Company shall so determine, any other Debt creation of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally Security Interest, take any and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply action necessary to Debt secured byensure that:
(a) Pledges all amounts payable by the Issuer under the Bonds, the Coupons and the Trust Deed or, as the case may be. the obligations of property ofthe Guarantor under the guarantee referred to in Condition 2 are secured to the satisfaction of the Trustee equally and rateably with the Relevant Indebtedness or guarantee of Relevant Indebtedness, or on any shares of stock of or Debt ofas the case may be, any corporation existing at the time by such corporation becomes a Manufacturing Subsidiary;Security Interest; or
(b) Pledges such other Security Interest or guarantee or other arrangement (whether or not including the giving of a Security Interest) is provided in favor respect of all amounts payable by the Issuer under the Bonds, the Coupons and the Trust Deed or, as the case may be, in respect of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part obligations of the purchase price thereof or to secure any Debt incurred prior to, at Guarantor under the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge guarantee referred to in Condition 2 either (i) as the foregoing clauses Trustee shall in its absolute discretion deem not materially less beneficial to the interests of the Bondholders or (aii) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge as shall be limited to all or a part approved by an Extraordinary Resolution (as defined in the Trust Deed) of the same propertyBondholders, shares save that the Issuer, the Guarantor or any PES Subsidiary may create or have outstanding a Security Interest in respect of stock any of its Relevant Indebtedness and/or any guarantees given by the Issuer, the Guarantor or Debt that secured any PES Subsidiary in respect of any Relevant Indebtedness of any other person (without the Pledge extendedobligation to provide a Security Interest or guarantee or other arrangement in respect of the Bonds, renewed or replaced the Coupons and the Trust Deed or, as the case may be, the obligations of the Guarantor under the said guarantee as aforesaid) where such Relevant Indebtedness has an initial maturity falling not earlier than 31st December, 2005 and is of a maximum aggregate amount outstanding at any time not exceeding the greater of (plus improvements on such propertypound)20,000,000 and 20 per cent, of the Consolidated Tangible Net Worth (as defined below).. For the purposes of these Terms and Conditions:
Appears in 1 contract
Samples: Master Trust Deed (Midamerican Energy Holdings Co /New/)
Negative Pledge. The Company Such Borrower will not itself, pledge or otherwise subject to any lien any property or assets of such Borrower unless the Loans and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences the Obligations of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), such Borrower under this Agreement are secured by pledge of, or mortgage or such lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such all other obligations secured Debt, thereby so long as such secured Debt other obligations shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall such covenant will not apply to Debt secured byliens securing obligations which do not in the aggregate at anyone time outstanding exceed 20% of Net Tangible Assets (as defined below) of such Borrower and it Consolidated Subsidiaries and also will not apply to:
(a) Pledges the pledge of property ofany assets of such Borrower to secure any financing by such Borrower of the exporting of goods to or between, or on any shares the marketing thereof in, jurisdictions other than the United States and Puerto Rico in connection with which such Borrower reserves the right, in accordance with customary and established banking practice, to deposit, or otherwise subject to a lien, cash, securities or receivables, for the purpose of stock securing banking 37 accommodations or as the basis for the issuance of bankers' acceptances or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryin aid of other similar borrowing arrangements;
(b) Pledges the pledge of receivables of such Borrower payable in favor of currencies other than United States dollars to secure borrowings in jurisdictions other than the Company or any Manufacturing SubsidiaryUnited States and Puerto Rico;
(c) Pledges any deposit of assets of such Borrower in favor of any governmental body bodies to secure progress, advance or other payments pursuant to any under a contract or provision of any statute;
(d) Pledges any lien or charge on any property of propertysuch Borrower, shares of stock tangible or Debt intangible, real or personal, existing at the time of acquisition thereof or construction of such property (including acquisition through merger or consolidation) or given to secure the payment of all or any part of the purchase or construction price thereof or to secure any Debt indebtedness incurred prior to, at the time of, or within 60 days one year after, the acquisition or completion of such property or shares or Debt construction thereof for the purpose of financing all or any part of the purchase or construction price thereof;
(e) bankers' liens or rights of offset;
(f) any lien securing the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, obtaining of advances or credit or the securing of debt, if made and continuing in the ordinary course of business;
(g) any lien to secure nonrecourse obligations in connection with such Borrower's engaging in leveraged or single-investor lease transactions;
(h) any lien to secure payment obligations with respect to (x) rate swap transactions, swap options, basis swaps, forward rate transactions, commodity swaps, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, credit protection transactions, credit swaps, credit default swaps, credit default options, total return swaps, credit spread transactions, repurchase transactions, reverse repurchase transactions, buy/sell-back transactions, securities lending transactions, weather index transactions, or forward purchases or sales of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions), or (y) transactions that are similar those described above; and
(ei) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a in whole or in part, of any Pledge lien, charge or pledge referred to in the foregoing clauses (a) to (dh), inclusive, of this Section 6.5; provided, however, that the amount of any and all obligations and indebtedness secured thereby shall not exceed the amount thereof so secured immediately prior to the time of such extension, renewal or replacement and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that property which secured the Pledge charge or lien so extended, renewed or replaced (plus improvements on such property).
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Negative Pledge. The Company Issuer will not itself, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company Issuer or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) Note shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company Issuer and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 8.19 shall not apply to Debt secured by:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor of the Company Issuer or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).
Appears in 1 contract
Negative Pledge. The Company will Nothing in this Agreement shall in any way restrict or prevent Borrower from incurring any Debt; provided that the Borrower shall not itselfincur any Debt secured by any Lien, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notesLien, bondsupon or with respect to its Properties, debentures whether now owned or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”)hereafter acquired, without effectively providing that the Obligations Loans then outstanding and thereafter created (together with, if the Company shall so determine, with any other Debt of the Company or of such Manufacturing Subsidiary obligations then existing and any other indebtedness or obligation thereafter created ranking equally with the ObligationsLoans then existing or thereafter created which is not subordinated to the Loans) shall be secured equally and ratably with (or prior to) such secured Debt, Debt or obligations so long as such secured Debt shall be or obligation is so secured, unless, after giving effect thereto, except that the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 foregoing provision shall not apply to Debt secured byto:
(a) Pledges Liens encumbering premises, land and interests in land or other property, real, personal, intangible or mixed, used or to be used in or in connection with Borrower's natural gas utility business;
(b) Liens consisting of (i) pledges or deposits in the ordinary course of business to secure obligations under workmen's compensation laws or similar legislation, including liens of judgments thereunder which are not currently dischargeable, (ii) deposits in the ordinary course of business to secure or in lieu of surety, appeal or customs bonds to which the Borrower is a party, (iii) liens created by or resulting from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings diligently conducted, (iv) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than contracts for the payment of money) or (v) materialmen's, mechanics', carriers', workmen's, repairmen's or other like Liens incurred in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted, or deposits to obtain the release of such liens;
(c) Liens created to secure indebtedness representing, or incurred to finance, the cost of property ofacquired, constructed or improved by the Borrower or any subsidiary in the ordinary course of business after the date hereof or Liens existing on such property at the time of acquisition thereof or attaching to such property within 18 months of the acquisition thereof;
(d) any Lien on any shares asset of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges is merged or consolidated with or into the Borrower and not created in favor of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition contemplation of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; andevent;
(e) any extensionLien existing on any asset prior to the acquisition thereof by the Borrower and not created in contemplation of such acquisition;
(f) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;
(g) any Lien on Margin Stock;
(h) Liens on property (including any natural gas, renewal oil or replacement other mineral property) to secure all or a part of the cost of exploration, drilling or development thereof or to secure Debt incurred to provide funds for any such purpose;
(i) Liens and security interests created, incurred or successive extensionsassumed in connection with the purchase, renewals lease, financing or replacements)refinancing of pollution control facilities;
(j) Liens created to secure sales of accounts receivable and other receivables; and
(k) Liens created for the sole purpose of extending, as a renewing or replacing in whole or in partpart Debt secured by any Lien, of any Pledge mortgage or security interest referred to in the foregoing clauses subsections (a) to through (dj), inclusive; provided, however, that the principal amount of Debt or obligations secured thereby shall not exceed the principal amount of Debt or obligations so secured at the time of such extension, renewal or replacement Pledge and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the same property, shares of stock or Debt property that secured the Pledge lien or mortgage so extended, renewed or replaced (plus and any improvements on such property).
Appears in 1 contract
Samples: Credit Agreement (Scana Corp)
Negative Pledge. The Company will not itselfnot, and nor will not it permit any Manufacturing Subsidiary to, incurcause or permit to exist, issue, assume, guarantee or suffer agree or consent to cause or permit to exist any notes, bonds, debentures in the future (upon the happening of a contingency or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”otherwise), secured any of its Property, whether now owned or hereafter acquired, to be subject to a Lien except:
(i) ORDINARY COURSE BUSINESS LIENS --
(A) TAXES, ETC. -- Liens securing taxes, assessments or governmental charges or levies or, to the extent incurred in the ordinary course of business of the Company or such Subsidiary, the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons, provided that the payment thereof is not at the time required by pledge ofSection 7.1;
(B) BUSINESS -- Liens incurred or deposits made in the ordinary course of business
(I) in connection with workers' compensation, or mortgage or lien onunemployment insurance, social security, pension and other like laws, and
(II) Liens (other than any Principal Domestic Manufacturing Lien imposed by ERISA) on Property of the Company or any Manufacturing Subsidiary, of the Subsidiaries incurred or any shares deposits made in the ordinary course of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt business of the Company or such Subsidiary, but not incurred in connection with Debt for borrowed money, the obtaining of advances or the payment of the deferred purchase price of Property, in connection with (x) workers' compensation, unemployment insurance, social security, pension or other types of social security or (y) securing the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, performance and return of money bonds and other similar obligations incurred in the ordinary course of business (other than any of the foregoing which is of a type described in Section 7.5(a)(ii)), or (z) deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; and
(C) REAL ESTATE -- Liens in the nature of reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other similar title exceptions or encumbrances affecting real Property, including, without limitation, Permitted Encumbrances (as such term is defined in the Bank Loan Agreement in effect on the Closing Date), provided that such exceptions and encumbrances do not in the aggregate materially interfere with the use of such Manufacturing Subsidiary then existing Property in the ordinary conduct of the business of the Company and the Subsidiaries, taken as a whole;
(ii) JUDICIAL LIENS -- Liens
(A) arising from judicial attachments and judgments,
(B) securing appeal bonds, supersedeas bonds, and
(C) arising in connection with court proceedings (including, without limitation, surety bonds and letters of credit or thereafter created ranking equally any other instrument serving a similar purpose), provided, in the case of this Section 7.5(a)(ii), that such Liens do not constitute an Event of Default or the execution or other enforcement of such Liens is effectively stayed, the claims secured thereby are being actively contested in good faith and by appropriate proceedings and adequate book reserves have been maintained and exist with respect to such claims;
(iii) SENIOR DEBT LIENS -- Liens securing (A) Acceptable Credit Facilities incurred pursuant to Section 7.4(b) and (B) Swaps incurred pursuant to Section 7.4(g) or Section 7.4(h);
(iv) INTERGROUP LIENS -- Liens on Property of a Subsidiary, provided that such Liens secure only obligations owing to the ObligationsCompany or a Wholly-Owned Subsidiary;
(v) shall be secured equally CLOSING DATE LIENS -- Liens in existence on the Closing Date securing Debt and ratably with described on PART 7.5 OF ANNEX 3;
(or prior tovi) such secured DebtPURCHASE MONEY LIENS -- Purchase Money Liens, so long as such secured Debt shall be so secured, unlessif, after giving effect thereto, thereto and to any concurrent transactions the aggregate amount Debt secured by such Purchase Money Lien shall have been incurred within the limitations of all such secured Debt so secured plus all Attributable Debt of Section 7.4(d);
(vii) ACQUIRED PROPERTY LIENS -- Liens existing on Acceptable Property acquired by the Company or a Subsidiary after the Closing Date and its Manufacturing Subsidiaries in respect Liens existing on Acceptable Property of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:
(a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing a Person at the time such corporation Person becomes a Manufacturing Subsidiary;Subsidiary after the Closing Date, provided that such Lien
(bA) Pledges was not placed on such Acceptable Property, and does not secure Debt created, incurred, issued or assumed, contemporaneously with or in favor any manner in contemplation of, the acquisition of such Acceptable Property or Person by the Company or such Subsidiary, and
(B) does not extend to any other Property of the Company or any Manufacturing SubsidiarySubsidiary after such acquisition;
(cviii) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and
(e) any extension, renewal or replacement (or successive RENEWALS AND EXTENSIONS -- Liens constituting extensions, renewals or replacements), as a in whole or in part, of any Pledge referred Liens permitted pursuant to in the foregoing clauses (aiii) to through (dvii), inclusive; provided, however, provided that no such extension, renewal or replacement Pledge shall be limited Lien extends to all or a part any Property of the same property, shares of stock Company or Debt that secured any Subsidiary other than the Pledge Property subject to the Lien being extended, renewed or replaced replaced, and the aggregate amount of the obligations secured by such extension, renewal or replacement Lien does not exceed the amount then secured by the Lien being extended, renewed or replaced;
(plus improvements ix) BASKET LIENS -- Liens securing Debt incurred in accordance with clause (f) or clause (j) of Section 7.4 so long as such Debt is not, in a liquidation of the assets of the Company, required to be paid contemporaneously with or after any payment on such property).the Subordinated Notes;
(x) MISCELLANEOUS LIENS -- Liens created by licenses, leases or subleases granted to other Persons in the ordinary course of business not interfering in any material respect with the conduct of the business of the Company or any of the Subsidiaries;
(xi) PRECAUTIONARY FILINGS -- Liens arising from precautionary informational UCC financing statement filings regarding operating leases entered into by the Company or any of the Subsidiaries in the ordinary course of business; or
Appears in 1 contract
Samples: Senior Subordinated Note and Warrant Purchase Agreement (Hutchinson Products Corp)
Negative Pledge. (a) The Company Borrower will not itselfcreate, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee assume or suffer to exist and will not cause, suffer or permit any notesDomestic Subsidiary to create, bondsassume or suffer to exist, debentures any mortgage, pledge, security interest or other similar evidences lien or encumbrance (hereinafter in this Section 5.05 referred to as “liens”) of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, upon any Principal Property or additions thereto or shares of capital stock of any Domestic Manufacturing Property Subsidiary, whether such Principal Property, additions thereto or shares of capital stock are owned at the date of this Agreement or thereafter acquired, without making effective provision, and the Borrower covenants that in any such case it will make or cause to be made effective provision, whereby the obligations of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) Borrower hereunder from time to time outstanding shall be secured by such liens equally and ratably with (or prior to) such any and all other obligations and indebtedness thereby secured Debt, so long as such secured Debt shall be indebtedness is so secured, unless, after giving effect thereto, ; provided that the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 foregoing covenant shall not apply to Debt secured byany liens of the following character:
(ai) Pledges of property of, or liens on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges in favor of the Company or any Manufacturing Subsidiary;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt Principal Property existing at the time of acquisition thereof (including acquisition through merger or consolidation) of such property or to secure the payment of all or any part of the purchase price thereof of such Principal Property or any addition thereto or to secure any Debt indebtedness incurred prior to, at the time of, or within 60 120 days after, after the acquisition of such property Principal Property or shares or Debt any addition thereto for the purpose of financing all or any part of the purchase price thereof; andthereof (provided such liens are limited to such Principal Property or additions thereto);
(eii) liens on property or shares of capital stock, or arising out of any extensionindebtedness, renewal of any corporation existing at the time such corporation became or replacement was merged into the Borrower or a Domestic Subsidiary;
(iii) liens executed by any Domestic Subsidiary and exclusively securing indebtedness or successive evidences of indebtedness incurred or issued by such Domestic Subsidiary either to the Borrower or to any other Domestic Subsidiary;
(iv) liens arising from assignments of money due and to become due under contracts between the Borrower or any Domestic Subsidiary and the United States of America or any State, or any department, agency or political subdivision thereof;
(v) liens of carriers, warehousemen, mechanics and materialmen incurred in the ordinary course of business for sums not yet due or being contested in good faith;
(vi) liens arising by reason of any judgment, decree or order of any court, so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; or pledges or deposits to secure payment of workmen’s compensation or other insurance, good faith deposits in connection with tenders, contracts (other than contracts for the payment of money) or leases, deposits to secure public or statutory obligations, deposits to secure or in lieu of surety or appeal bonds, or deposits as security for the payment of taxes;
(vii) liens in connection with the issuance of tax exempt industrial development or pollution control bonds or other similar bonds issued pursuant to Section 103(b) of the Internal Revenue Code to finance all or any part of the purchase price of or the cost of constructing, equipping or improving property; provided that such liens shall be limited to such property acquired (including personal property) or constructed or such improvement and to theretofore substantially unimproved real property on which such construction or improvement is located; and provided further that the Borrower and Domestic Subsidiaries may further secure all or any part of such purchase price or the cost of construction of such improvements and personal property by an interest on additional property of the Borrower and Domestic Subsidiaries only to the extent necessary for the construction, maintenance and operation of, and access to, such property so acquired or constructed or such improvement;
(viii) liens in favor of any customer arising in respect of partial, progress, advance or other payments made by or on behalf of such customer for goods produced for or services rendered to such customer in the ordinary course of business not exceeding the amount of such payments;
(ix) extensions, renewals or replacements), as a in whole or in part, of any Pledge lien referred to in the foregoing clauses (ai) to (dviii), inclusive; providedprovided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, howeverrenewal or replacement, and that such extension, renewal or replacement Pledge shall be limited to all or a any part of the same property, shares of stock or Debt property that secured the Pledge lien extended, renewed or replaced (plus improvements on such property); or
(x) liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; landlord’s liens on property held under lease, and tenants’ rights under leases; easements; and any other liens of a nature similar to those hereinabove described in this clause (x) which do not, in the opinion of the Borrower, materially impair the use of such property in the operation of the business of the Borrower or a Domestic Subsidiary or the value of such property for the purposes of such business.
(b) Notwithstanding subsection (a), no provision of this Section 5.05 shall prohibit the creation or assumption of liens by the Borrower or any Domestic Subsidiary if, at the time of such creation or assumption, and after giving effect thereto, Exempted Indebtedness does not exceed 10% of Consolidated Net Tangible Assets at such time.
Appears in 1 contract
Negative Pledge. The Neither the Company nor any Subsidiary will not itselfcreate, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byexcept:
(a) Pledges Liens existing on the date of property ofthis Agreement and reflected in the Disclosure Documents and not otherwise permitted by this Section 6.5, PROVIDED that the aggregate of all Debt or other obligations secured by all such Liens does not at any time exceed $500,000;
(b) Liens existing on any shares property at the time of stock acquisition thereof by the Company or any Subsidiary or Liens on property of or Debt of, any a corporation existing at the time such corporation becomes a Manufacturing Subsidiary;
(b) Pledges Subsidiary and in favor each case not created in connection with or in contemplation of such acquisition or event, as the Company case may be, whether or any Manufacturing Subsidiarynot assumed; PROVIDED that in each case such Lien shall apply and attach only to the property originally subject thereto and improvements constructed thereon;
(c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to Lien on any contract or provision of any statute;
(d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any asset securing Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt assumed for the purpose of financing all or any part of the purchase price of such asset, PROVIDED that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; and, PROVIDED FURTHER that the aggregate amount of all Debt or other obligations secured by all such Liens permitted by this clause (c) shall not at any time exceed $2,000,000;
(ed) Liens for the sole purpose of extending, renewing or replacing (or successively extending, renewing or replacing) in whole or in part the Debt secured by any Lien permitted by clauses (a), (b) and (c) of this Section 6.5; PROVIDED that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement (or successive extensionsreplacement, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, and that such extension, renewal or replacement Pledge Lien shall be limited to all or a part of the same property, shares of stock or Debt that property which secured the Pledge Debt so extended, renewed or replaced (plus improvements on such property).;
(e) Liens for taxes, fees, assessments or governmental charges not yet due and delinquent or being contested in good faith by appropriate proceedings and Liens resulting from or incurred with respect to legal proceedings being contested in good faith by appropriate proceedings;
(f) Liens securing the claims of mechanics, laborers, workmen, repairmen, materialmen, suppliers, carriers, warehousemen, landlords or vendors not yet due and delinquent, or being contested in good faith by appropriate proceedings;
(g) deposits to secure the performance of obligations (other than obligations for the payment of borrowed money) incurred in the ordinary course of business;
(h) banker's Liens arising by operation of law and other banker's possessory Liens arising in the ordinary course of business otherwise than for the purpose of securing obligations for the payment of borrowed money (including, without limitation, obligations arising from drafts accepted representing extensions of credit to or for the benefit of the Company);
(i) Liens created by the Mortgage securing bonds issued under and in accordance with the requirements of the Mortgage as such Mortgage may be amended from time to time, PROVIDED, HOWEVER, no such amendment or supplement thereof shall without the consent of all of the Banks amend or supplement the Mortgage (1) to include categories of property or property interests of the Company not already included pursuant to the terms of such Mortgage as in effect on the date hereof, or (2) to permit the Company to withdraw "Deposited Cash" or execute "Bonds" in excess of 75% of the amount by which the actual cost or fair value (whichever is lower) of "property additions" shall exceed "property retirements", as set forth in Section 27 of the Mortgage as in effect on the date hereof. For purposes of this Section 6.5(i) only, "Deposited Cash", "Bonds", "property additions" and "property retirements" shall have the respective definition of such terms as defined in the Mortgage on the date hereof;
Appears in 1 contract
Negative Pledge. The Company No Loan Party nor any Subsidiary of a Loan Party will not itselfcreate, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byexcept:
(a) Pledges Liens of property ofcarriers, warehousemen, mechanics and materialmen imposed by mandatory provisions of law arising in the ordinary course of business for sums not yet due and payable or on any shares such liens securing an aggregate Debt of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiarynot more than $1,000,000 that are being contested in good faith;
(b) Pledges Liens incurred in favor the ordinary course of the Company business in connection with worker’s compensation, unemployment insurance or any Manufacturing Subsidiaryother forms of governmental insurance or benefits or to secure obligations on surety or appeal bonds;
(c) Pledges in favor of any governmental body to secure progressLiens for current taxes (including income withholding taxes), advance assessments or other payments pursuant governmental charges that are not delinquent or remain payable without any penalty or that are being contested in good faith and with due diligence by appropriate proceedings, if the affected Loan Party has established adequate reserves with respect thereto in accordance with GAAP or, with respect to any contract or provision of any statuteliens arising in connection with income tax withholding, such Loan Party has established adequate reserves with respect thereto;
(d) Pledges statutory liens of property, shares banks and other financial institutions arising during the collection of stock instruments in the ordinary course of business;
(e) pledges or Debt existing at deposits in the time ordinary course of acquisition thereof (including acquisition through merger or consolidation) or a Loan Party’s business to secure the performance of leases or contracts entered into in the ordinary course of business;
(f) Liens upon any assets subject to a Capital Lease and securing payment of all the obligations arising under such Capital Lease and any liens upon any equipment subject to an equipment operating lease and securing payment of the obligations arising under such lease;
(g) zoning restrictions, easements, licenses, landlord’s liens or any part restrictions on the use of property which do not materially impair the use of such property in the operation of the business of a Loan Party;
(h) Liens securing the purchase price thereof or of assets attaching only to secure any such assets securing aggregate Debt incurred prior to, at of Loan Parties and their Subsidiaries not in excess of $1,000,000;
(i) Liens not described in subclauses (a) through (h) above that relate to liabilities not in excess of $1,000,000 in the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofaggregate; and
(ej) any extensionLiens on Borrower Margin Stock, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part extent the fair market value thereof exceeds 25% of the same property, shares fair market value of stock or Debt that secured the Pledge extended, renewed or replaced assets of the Borrower and its Subsidiaries (plus improvements on such propertyincluding Borrower Margin Stock).
Appears in 1 contract
Samples: Credit Agreement (Cato Corp)
