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), 364 Day Revolving Credit Agreement (Ford Motor Co)
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 LTD), Credit Agreement (Nortel Networks LTD)
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 (Rj Reynolds Tobacco Holdings Inc), Indenture (RJR Acquisition Corp), Indenture (Reynolds R J Tobacco Co)
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 (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 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 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. (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 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 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 (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 Corp), Credit Agreement (Nortel Networks LTD)
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 (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 (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 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 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 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: Five Year Credit Agreement (Toyota Motor Credit Corp), 364 Day Credit Agreement (Toyota Motor Credit Corp)
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 itself, and will not permit any Manufacturing Subsidiary tocreate, incur, issue, assume, guarantee assume or suffer otherwise become liable upon or permit 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 Lien on, against or with respect to any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiaryits assets, 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 for:
(a) Pledges Liens for Taxes and Statutory Prior Claims, assessments or governmental charges or levies which are paid when due or, if overdue, the validity or amount of property ofwhich is being contested in good faith by appropriate proceedings and in respect of which adequate steps have been taken (which may include cash being paid to or pledged with the relevant Governmental Authority) to prevent penalties from being imposed, interest from accruing and the commencement or continuation of enforcement proceedings and adequate reserves in accordance with Applicable Accounting Principles have been recorded on any shares the consolidated balance sheet of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing SubsidiaryBorrower;
(b) Pledges in favor of the Company or any Manufacturing Subsidiarymechanics’, carriers’, warehousemen’s, storage, repairers’ and materialmen’s Liens;
(c) Pledges Liens or rights of distress reserved in favor or exercisable under any lease for rent not at the time overdue (or, if overdue, such overdue amount is being contested in good faith by appropriate proceedings, any exercise of any governmental body to secure progress, advance or other payments pursuant to any contract or provision rights of any statutedistress are stayed and adequate reserves required by Applicable Accounting Principles are recorded in the accounts and financial statements of the Borrower);
(d) Pledges customary rights of propertyset-off contained in contracts that are not contracts for Debt entered into in the ordinary and usual course of conducting day-to-day business;
(e) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, shares rights of stock combination of accounts or Debt existing at similar rights in the time ordinary course of acquisition thereof conducting day-to-day banking business in relation to deposit accounts or other funds maintained with a financial institution; provided that such Liens (including acquisition through merger v) do not relate to any deposit account that is a dedicated cash collateral account which is subject to restrictions against access by the depositor or consolidationaccount holder, (w) do not relate to any deposit account intended by the depositor or account holder to provide collateral to the depository institution and (x) are not intended directly or indirectly to secure the payment or performance of all Debt or any part other obligation;
(f) Liens over specific items of property such as purchasing money security interests;
(g) the Liens created by the Security and any other Liens created in favour 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 thereofLender; and
(eh) any extension, renewal or replacement (or successive extensions, renewals or replacements), such other Liens securing such obligations as a whole or in part, of any Pledge referred may be approved by the Lender from time 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)time.
Appears in 1 contract
Negative Pledge. The Company Neither the Borrower nor any Consolidated Subsidiary will not itself, and will not permit any Manufacturing Subsidiary tocreate, incur, issue, assume, guarantee assume or suffer to exist exist, or permit any notesof its Subsidiaries to create, bondsincur, debentures assume or suffer to exist, any Lien upon or with respect to any of its properties, rights or other similar evidences assets of indebtedness for money borrowed any character (notesincluding, bondswithout limitation, debentures accounts), whether now owned or hereafter acquired, or sign or file, or permit any of its Subsidiaries to sign or file, under the Uniform Commercial Code of any jurisdiction, a financing statement which names the Borrower or any of its Subsidiaries as debtor, or sign, or permit any Subsidiary to sign, any security agreement, mortgage, deed of trust or other similar evidences of indebtedness for money borrowed being herein called “Debt”), security instrument authorizing any secured by pledge ofparty thereunder to file such financing statement or assign, or mortgage or lien onpermit any of its Subsidiaries to assign, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiaryaccounts, or assign or otherwise transfer, or permit any shares of stock of its Subsidiaries to assign 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 determineotherwise transfer, any right to receive income, 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 bythan:
(a) Pledges Liens for taxes, assessments or governmental charges, levies or Liens in favor of the United States of America or any subdivision thereof given to secure partial payments pursuant to contracts, and Liens securing claims or demands of mechanics and materialmen; PROVIDED the Borrower or any of its Subsidiaries shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (i) not paid in good faith or the validity, applicability or amount thereof is being contested in good faith by such appropriate actions or proceedings which are necessary to prevent the forfeiture or sale of any material property ofof the Borrower or any of its Subsidiaries or any material interference with the use thereof by the Borrower or any of its Subsidiaries, and (ii) the Borrower or any of its Subsidiaries shall record on any shares of stock of or Debt ofits books, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryreserves, if any, as are deemed by it to be required with respect thereto;
(b) Pledges Liens of or resulting from any judgment or award or otherwise arising in favor connection with court proceedings, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the Company Borrower or any Manufacturing Subsidiaryof its Subsidiaries shall at any time in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured or the execution of which is otherwise stayed;
(c) Pledges Liens incidental to the conduct of business or the ownership of properties and assets (including easements and similar encumbrances, Liens in favor of any governmental body contractors, materialmen, warehousemen or similar Persons, and attorneys' liens and statutory or contractual landlords' liens under operating leases) and deposits, pledges or liens to secure progressobligations under workers' compensation laws, advance unemployment insurance or other payments pursuant forms of governmental insurance or benefits, or judgments thereunder which are not currently dischargeable, or to any contract secure the performance of bids, tenders, leases or provision contracts, or to secure statutory obligations, surety or appeal bonds or other Liens of any statutelike general nature incurred in the ordinary course of business and not in connection with the borrowing of money, PROVIDED such Liens do not have a Material Adverse Effect on the Borrower and its Subsidiaries taken as a whole;
(d) Pledges restrictions on the use of propertyreal or immovable property and minor irregularities in the title thereto, shares minor survey exceptions or minor encumbrances, easements or reservations, or rights of stock others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real or immovable properties, which are necessary for the conduct of the activities of the Borrower and any of its Subsidiaries or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair the business of the Borrower or any of its Subsidiaries taken as a whole;
(e) Liens securing Debt existing at of any Subsidiary to the time of acquisition thereof (including acquisition through merger or consolidation) Borrower or to secure another Subsidiary;
(f) Liens securing Debt arising from the payment Borrower=s reimbursement obligations in respect of amounts paid under the Existing Letters of Credit, which Liens shall be released on or before August 15, 1998;
(g) Liens on Margin Stock;
(h) Liens securing the Loans, Letter of Credit Advances and any and all or any part other indebtedness, liabilities and obligations of the purchase price thereof or Borrower and Guarantors to secure the Administrative Agent, Letter of Credit Issuer and the Banks under the Loan Documents; and
(i) any Lien on 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 cost of acquiring such asset, PROVIDED that (1) such Debt is permitted under Section 5.24(v); (2) such Lien attaches to such asset concurrently with the acquisition thereof; and
and (e3) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge each such Lien shall be confined only to the asset financed by the Debt referred to in the foregoing clauses this subsection (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 propertyi).
Appears in 1 contract
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 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 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 Borrower will not itselfnot, and will --------------- not permit any Manufacturing Subsidiary of its Consolidated Subsidiaries to, create, incur, issue, assume, guarantee assume or suffer to exist any notesLien on any of its assets or property now owned or hereafter acquired or, 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 of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing SubsidiaryPermitted Encumbrances;
(b) Pledges in favor any Liens on any property or asset of the Company Borrower or any Manufacturing Consolidated Subsidiary existing on the Spin-off Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or ------------ -------- asset of the Borrower or any Consolidated Subsidiary;
(c) Pledges purchase money Liens upon or in favor of any governmental body fixed or capital assets to secure progressthe purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, advance construction or other payments pursuant improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien attaches to such asset concurrently -------- or within 90 days after the acquisition, improvement or completion of the construction thereof; (ii) such Lien does not extend to any contract other asset; and (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or provision of any statuteimproving such fixed or capital assets;
(d) Pledges of propertyextensions, 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 ofrenewals, 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, replacements of any Pledge Lien referred to in the foregoing clauses paragraphs (a) to through (d), inclusivec) of this Section; provided, however, that the -------- principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement Pledge shall be is limited to all the assets originally encumbered thereby;
(e) any Lien against the Borrower or any Consolidated Subsidiary evidencing the transfer of any receivables and related property to any Permitted Securitization Subsidiary (to the extent such Permitted Securitization Subsidiary constitutes a part Consolidated Subsidiary) pursuant to any Permitted Securitization Transaction;
(f) any Lien against a Permitted Securitization Subsidiary (to the extent such Permitted Securitization Subsidiary constitutes a Consolidated Subsidiary) pursuant to any Permitted Securitization Transaction; and
(g) other Liens securing Indebtedness and other obligations in the aggregate which do not to exceed 5% of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Total Assets at any time.
Appears in 1 contract
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 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 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 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. (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, 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. The Company So long as any of the Unsubordinated 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 “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 ObligationsGuarantee) 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 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 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 propertyCorporations Act).
Appears in 1 contract
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 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 will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurdirectly or indirectly, issuecause or permit, assumeor agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property now owned or hereafter acquired, guarantee including the property of any Restricted Subsidiary or suffer any income, profits or proceeds therefrom, to exist be subject to a Lien of any noteskind except:
(1) Liens securing the payment of taxes, bondsassessments or governmental charges or levies or the demands of suppliers, debentures mechanics, carriers, warehousers, landlords and other like Persons, provided that (A) such Liens do not in the aggregate materially reduce the value of any properties subject to the Liens or materially interfere with their use in the ordinary conduct of the owning company's business and (B) all claims which the Liens secure are not yet due or are being actively contested in good faith and by appropriate proceedings and for which such owning company has established adequate reserves in accordance with GAAP;
(2) 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, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price or property; 24
(3) attachment, and other similar Liens arising in connection with court or regulatory proceedings, provided that (A) execution and other enforcement are effectively stayed, (B) all claims which the Liens secure are being actively contested in good faith and by appropriate proceedings and (C) adequate book reserves have been established with respect thereto;
(4) mechanics' workmen's, materialmen's', construction and other similar liens arising in the ordinary course of business or and other similar liens arising in the ordinary course of business or incident to the construction or improvement of any property, provided that the obligations which those Liens secure are not yet due;
(5) Liens identified in Schedule 5.15 existing on the date hereof, provided that the Indebtedness secured by such Liens date hereof, provided that the Indebtedness secured by such Liens shall not be increased or renewed and the time for repayment of such Indebtedness shall not be extended:
(6) Purchase Money Mortgages or conditional sale. Capital Lease, sale/leaseback or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures title retention agreements or other similar evidences Liens incurred, taken subject to or assumed in connection with the purchase. Lease, improvement or construction or property or to secure Indebtedness incurred solely for the purpose of indebtedness for money borrowed being herein called “Debt”)financing the acquisition, secured by pledge oflease, construction or mortgage improvement of any such property to be subject to such mortgages, agreements or lien onother Liens; provided however, any Principal Domestic Manufacturing Property that (A) such property is to be used in the business of the Company or its Restricted Subsidiaries, (B) the Indebtedness secured by any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges Lien is permitted by Section 10.3 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 does not exceed 80% of the Company lesser of the purchase price or the fair market value of the property subject to such Manufacturing Subsidiary then existing Lien, and (C) no such Lien shall extend to 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 cover any property not originally subject thereto, other than improvements to the property originally subject thereto; and
(7) Liens securing an aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company Funded Indebtedness, in addition to that permitted by paragraph (6), which is incurred as permitted by Section 10.3 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:
(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 1 contract
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 itselfnot, and will not --------------- permit any Manufacturing Subsidiary of its Consolidated Subsidiaries to, create, incur, issue, assume, guarantee assume or suffer to exist any notesLien on any of its assets or property now owned or hereafter acquired or, 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 of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing SubsidiaryPermitted Encumbrances;
(b) Pledges in favor any Liens on any property or asset of the Company Borrower or any Manufacturing Consolidated Subsidiary existing on the Spin-off Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or ------------ -------- asset of the Borrower or any Consolidated Subsidiary;
(c) Pledges purchase money Liens upon or in favor of any governmental body fixed or capital assets to secure progressthe purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, advance construction or other payments pursuant improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien attaches to such asset concurrently or within 90 -------- days after the acquisition, improvement or completion of the construction thereof; (ii) such Lien does not extend to any contract other asset; and (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or provision of any statuteimproving such fixed or capital assets;
(d) Pledges of propertyextensions, 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 ofrenewals, 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, replacements of any Pledge Lien referred to in the foregoing clauses paragraphs (a) to through (d), inclusivec) of this Section; provided, however, that the principal amount -------- of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement Pledge shall be is limited to all the assets originally encumbered thereby;
(e) any Lien against the Borrower or any Consolidated Subsidiary evidencing the transfer of any receivables and related property to any Permitted Securitization Subsidiary (to the extent such Permitted Securitization Subsidiary constitutes a part Consolidated Subsidiary) pursuant to any Permitted Securitization Transaction;
(f) any Lien against a Permitted Securitization Subsidiary (to the extent such Permitted Securitization Subsidiary constitutes a Consolidated Subsidiary) pursuant to any Permitted Securitization Transaction; and
(g) other Liens securing Indebtedness and other obligations in the aggregate which do not to exceed 5% of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Total Assets at any time.
Appears in 1 contract
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 will not itselfnot, and will not permit any Manufacturing Subsidiary of its Subsidiaries to, incur, issuecreate, assume, guarantee or suffer to exist any notesLien on any asset now owned or hereafter acquired, bondsexcept:
(a) Liens incurred to finance the acquisition of construction of, debentures or for the purpose of financing its physical plant, office buildings, machinery, equipment and other fixed assets used in its business and not held for sale or lease in the ordinary course of its business;
(b) Liens incurred or deposits made in the ordinary course of business in order to enable it to maintain self‑insurance, or to participate in any fund in connection with workers’ compensation, unemployment insurance, old‑age pensions or other social security, or to share in any privileges or other benefits available to corporations participating in any such arrangement, or for any other purpose at any time required by law or regulation promulgated by any governmental agency or office as a condition to the transaction of any business or the exercise of any privilege or license, or from depositing its assets with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond or appeal by it from any judgment or decree against it, or in connection with any other proceedings in actions at law or in equity by or against it; Sensient Technologies Corporation Note Purchase Agreement
(c) Liens securing any taxes or assessments, governmental charges or levies, if such taxes or assessments, charges or levies shall not at any time be due and payable or if the Company shall currently be contesting the validity thereof in good faith and by appropriate proceedings;
(d) Liens of any judgments, if such judgments shall not have remained un‑discharged or un‑stayed on appeal or otherwise for more than sixty (60) days;
(e) landlords’, lessors’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, laborers’ 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 statutory Liens; provided that the Company or any Manufacturing Subsidiaryof its Subsidiaries, or any shares of stock of or Debt of any Manufacturing Subsidiary as the case may be, is contesting the validity thereof in good faith and by appropriate proceedings;
(such mortgagesf) easements, pledges rights‑of‑way, restrictions and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that other similar encumbrances which do not Materially detract from the Obligations (together with, if the Company shall so determine, any other Debt value of the Company property subject thereto or of such Manufacturing Subsidiary then existing or thereafter created ranking equally interfere with the Obligationsordinary conduct of its business;
(g) shall be secured equally Liens existing on the date of the Closing 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 securing Debt of the Company and its Manufacturing Subsidiaries referred to in Schedule 5.15[Reserved]; and
(h) other Liens created or incurred after the date of the Closing given to secure Debt of the Company or any Subsidiary in addition to the Liens permitted by the preceding clauses (a) through (g) and (i) through (p) hereof; provided that (i) all Debt secured by any such Liens shall at all times be within the limitations provided in Section 10.2(b) and (ii) at the time of creation, issuance, assumption, guarantee or incurrence of the Debt secured by any such Lien and after giving effect thereto and to the application of the proceeds thereof, no Default or Event of Default, including, without limitation, under Section 10.2(b), would exist; provided, that, without limiting the foregoing, in the event that at any time the Company or any Subsidiary provides a Lien to or for the benefit of the lenders under the Bank Credit Agreement or the administrative agent on their behalf, the holders of the 2011 Notes, the holders of the 2013 Notes or any of the holders of the 2015Existing Notes for the purpose of securing obligations thereunder, then the Company will (if it has provided such Lien), and will cause each of its Subsidiaries that has provided such Lien to concurrently grant to or for the benefit of the holders of Notes a similar first priority Lien (subject only to Liens permitted by the Bank Credit Agreement and this Section 10.4, and ranking pari passu with the Lien provided to or for the benefit of the lenders under such Bank Credit Agreement, the holders of the 2011 Notes, the holders of the 2013 Notes or any of the holders of the 2015Existing Notes), over the same assets and property of the Company and such Subsidiary as those encumbered in respect of Sale the Bank Credit Agreement, the 2011 Notes, the 2013 Notes or the 2015Existing Notes (but only for so long as such obligations under the Bank Credit Agreement, the 2011 Notes, the 2013 Notes or the 2015Existing Notes are secured by such Lien), in form and Leaseback Transactions would not exceed 5% substance reasonably satisfactory to the Required Holders with such security to be the subject of an intercreditor agreement among the lenders under the Bank Credit Agreement or the administrative agent on their behalf, the holders of the Consolidated Net Tangible Automotive Assets2011 Notes, the holders of the 2013 Notes, the holders of the 2015Existing Notes and the holders of Notes, which shall be reasonably satisfactory in form and substance to the Required Holders; provided, however, that this Section 7.5 shall not apply to Debt secured by:Sensient Technologies Corporation Note Purchase Agreement
(ai) Pledges Liens granted by any Acquisition Target prior to the acquisition by the Company or any Subsidiary of property ofany interest in such Acquisition Target or its assets, so long as (i) such Lien was granted by the Acquisition Target prior to such acquisition and not in contemplation thereof, and (ii) no such Lien extends to any assets of the Company or on any shares Subsidiary other than the assets of stock the Acquisition Target and improvements and modifications thereto necessary to maintain such properties in working order or, in the case of an asset transfer, the assets so acquired by the Company or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryapplicable Subsidiary and improvements and modifications thereto;
(bj) Pledges Liens (other than of the type described in Section 10.4(a)) securing any indebtedness for borrowed money in existence on the Effective Date and listed in Schedule 5.15;
(k) Liens securing any refinancing of indebtedness secured by the Liens described in this Section 10.4(a) and (i), so long as the amount of such indebtedness secured by any such Lien does not exceed the amount of such refinanced indebtedness immediately prior to the refinancing and such Liens do not extend to assets other than those encumbered prior to such refinancing and improvements and modifications thereto;
(l) Liens granted by any Subsidiary in favor of the Company or any Manufacturing Wholly-owned Subsidiary;
(cm) Pledges in favor Liens on patents, patent applications, trademarks, trademark applications, trade names, copyrights, technology and know-how to the extent such Liens arise from the granting (i) of exclusive licenses with respect to the foregoing if such licenses relate to either (A) intellectual property which is immaterial and not necessary for the on-going conduct of the businesses of the Company and its Subsidiaries or (B) uses that would not materially restrict the conduct of the on-going businesses of the Company and its Subsidiaries and (ii) of non-exclusive licenses to use any governmental body to secure progress, advance or other payments pursuant of the foregoing to any contract Person, in any case in the ordinary course of business of the Company or provision any of any statuteits Subsidiaries;
(dn) Pledges (i) Liens created on assets transferred to an SPV pursuant to Asset Securitizations (which assets shall be of propertythe types described in the definition of Asset Securitization), shares securing Attributable Securitization Indebtedness permitted to be outstanding pursuant to Section 10.6; and (ii) Liens created on assets transferred pursuant to a factoring arrangement with a third party not an Affiliate of stock the Company, to the extent such factoring arrangement is permitted pursuant to Section 10.6;
(o) Liens that are contractual rights of set-off or Debt existing at similar rights (i) relating to the time establishment of acquisition thereof depository relations with banks and other financial institutions not given in connection with the issuance of indebtedness, (ii) relating to pooled deposits, sweep accounts, reserve accounts or similar accounts of the Company or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company or any Subsidiary, including with respect to credit card charge-backs and similar obligations, or (iii) relating to purchase orders and other agreements (including acquisition through merger conditional sale, title retention, consignment, bailment or consolidationsimilar arrangements) entered into with customers, suppliers or to secure service providers of the payment of all Company or any part Subsidiary 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
(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 (Sensient Technologies Corp)
Negative Pledge. The Until the expiration of the Exclusion Period, 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 a “Pledge” 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; provided, however, that such extension, renewal a “Permitted Lien”) and (iii) indebtedness for borrowed money which is not senior or replacement Pledge shall be limited pari passu in right of payment 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)Notes.
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 any of them, 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 any Lien existing on the date of property ofthis Agreement and disclosed in the financial statements referred to in Section 12.04 or set forth in Schedule 13.04, 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) and any extension, renewal or replacement of any such Lien so long as the principal amount secured thereby is not increased and the scope of the property subject to such Lien is not extended;
(b) Liens imposed by law for taxes, assessments or charges of any Governmental Authority for claims not yet due, or to the extent that such Lien is being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained therefor, provided that no notice of Lien has been filed or recorded under the Code;
(c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;
(d) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation;
(e) Liens on property of the Company or any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases or statutory obligations, (ii) surety bonds (excluding appeal bonds and other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature in each case incurred in the ordinary course of business;
(f) Liens consisting of judgment or judicial attachment liens and Liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that (i) in the case of judgment and judicial attachment liens, the enforcement of such Liens is effectively stayed, and (ii) all such Liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed US$10,000,000;
(g) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, individually or in the aggregate, do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries;
(h) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder;
(i) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or the applicable Subsidiary in excess of those set forth by regulations promulgated by the FRB and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution;
(j) Liens arising in connection with Securitization Transactions; provided that the aggregate investment or claim held at any time by all purchasers, assignees or other transferees of (or successive extensions, renewals or replacements), as a whole or of interests in) receivables and other rights to payment in part, of all Securitization Transactions shall not at any Pledge referred to time exceed in the foregoing clauses aggregate US$150,000,000; and
(k) in addition to Liens permitted by subsections (a) to through (d)j) above, inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or other Liens securing Debt in a part Dollar Equivalent amount not exceeding 12.5% of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Shareholders' Equity.
Appears in 1 contract
Samples: Credit Agreement (Pentair Inc)
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 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. 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 any of them, 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 any Lien existing on the date of property ofthis Agreement and disclosed in the financial statements referred to in Section 7.04 or set forth in Schedule 8.04, 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) and any extension, renewal or replacement of any such Lien so long as the principal amount secured thereby is not increased and the scope of the property subject to such Lien is not extended;
(b) Liens imposed by law for taxes, assessments or charges of any Governmental Authority for claims not yet due, or to the extent that such Lien is being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained therefor, provided that no notice of Lien has been filed or recorded under the Code;
(c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;
(d) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation;
(e) Liens on property of the Company or any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases or statutory obligations, (ii) surety bonds (excluding appeal bonds and other bonds posted in connection with court proceedings or judgments) and (iii) other non- delinquent obligations of a like nature in each case incurred in the ordinary course of business;
(f) Liens consisting of judgment or judicial attachment liens and Liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that (i) in the case of judgment and judicial attachment liens, the enforcement of such Liens is effectively stayed, and (ii) all such Liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed US$10,000,000;
(g) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, individually or in the aggregate, do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries;
(h) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder;
(i) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or the applicable Subsidiary in excess of those set forth by regulations promulgated by the FRB and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution;
(j) Liens arising in connection with Securitization Transactions; provided that the aggregate investment or claim held at any time by all purchasers, assignees or other transferees of (or successive extensions, renewals or replacements), as a whole or of interests in) receivables and other rights to payment in part, of all Securitization Transactions shall not at any Pledge referred to time exceed in the foregoing clauses aggregate US$150,000,000; and
(k) in addition to Liens permitted by subsections (a) to through (d)j) above, inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or other Liens securing Debt in a part Dollar Equivalent amount not exceeding 12.5% of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Shareholders' Equity.
Appears in 1 contract
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 No Loan Party nor any Applicable 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, or in each case as described and in the principal amounts set forth on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing SubsidiarySchedule 5.10;
(b) Pledges Liens for taxes, assessments or similar charges, incurred in favor the ordinary course of business that are not yet due and payable or that are being contested in good faith and with due diligence by appropriate proceedings and with respect to which (i) the Loan Party has established reserves reasonably satisfactory to the Administrative Agent and the Required Lenders and (ii) the Administrative Agent is satisfied that, while any such protest is pending, there will be no impairment of the Company enforceability, validity, or priority of any Manufacturing Subsidiaryof the Administrative Agent’s Liens;
(c) Pledges pledges or deposits made in favor the ordinary course of any governmental body business to secure progresspayment of workers’ compensation, advance to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other payments pursuant to any contract social security programs, or provision of any statutefor other similar purposes;
(d) Pledges Liens of propertymechanics, shares materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of stock business that: (1) are not yet due and payable and which in no event shall become a Lien prior to any of the Administrative Agent’s Liens; or Debt existing at (2) are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which the time Loan Party has established reserves reasonably satisfactory to the Administrative Agent and the Required Lenders and which in no event shall become a Lien prior to any of acquisition thereof the Administrative Agent’s Liens;
(including acquisition through merger e) good faith pledges or consolidationdeposits 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 ten percent (10%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the payment ordinary course of all or business;
(f) any part Lien arising out of the purchase price thereof refinancing, extension, renewal or to secure refunding of any Debt incurred prior tosecured by any Lien permitted by any of clauses (a) through (e) of this Section; provided, at that (i) such Debt is not secured by any additional assets, and (ii) the time ofamount of such Debt secured by any such Lien is not increased;
(g) any Lien imposed as a result of a taking under the exercise of the power of eminent domain by any governmental body or by any Person acting under governmental authority;
(h) minor survey exceptions or minor encumbrances, easements or reservations, or within 60 days afterrights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the acquisition use of such property or shares or Debt real properties, which are necessary for the purpose of financing all or any part conduct of the purchase price thereofactivities of the Borrower and its Subsidiaries or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair their use in the operation of the business of the Borrower and its Applicable Subsidiaries and other easements, covenants, restrictions, reservations, exceptions and other matters shown on any title insurance commitment or survey provided to the Administrative Agent prior to the date hereof and not objected to by the Administrative Agent prior to the date hereof;
(i) Liens securing the Secured Obligations created or arising under the Loan Documents; and
(ej) Liens securing Debt incurred by the Borrower or any extensionapplicable Subsidiary in connection with any NMTC Transaction, renewal or replacement provided that (or successive extensionsi) such Liens encumber only the assets acquired with the proceeds of such Debt, renewals or replacements), as and (ii) such Liens are subordinated to Liens securing the Secured Obligations in a whole or in part, of any Pledge referred manner satisfactory 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)Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Trex Co Inc)
Negative Pledge. The So long as any Notes or Warrants are 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 a “Pledge” 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 and (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, (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or to 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 ofvalue of the affected property, or within 60 days after, (g) security interests disclosed on Schedule B to the acquisition Security Agreement (each 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 through (dg), 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“Permitted Lien”).
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 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. (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 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 Neither the Company nor any Consolidated Subsidiary will not itselfcreate, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee assume or suffer to exist any notesLien securing Debt on any Restricted Property 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 of, or this Agreement;
(b) any Lien existing on any shares asset of stock any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event and which does not extend to any other assets of the Company or its Consolidated Subsidiary;
(c) any Lien on any asset securing Debt ofincurred or assumed for the purpose of financing all or any part of the cost of acquiring, constructing or improving such asset, provided that such Lien attaches to such asset concurrently with or within 24 months after the acquisition or completion of construction or improvement thereof, and provided further that the Debt secured by such Lien shall not exceed the cost of acquiring, constructing or improving such asset;
(d) any Lien on any asset of any corporation existing at the time such corporation becomes is merged or consolidated with or into the Company or a Manufacturing SubsidiaryConsolidated Subsidiary and not created in contemplation of such event and which does not extend to any other assets of the Company or its Consolidated Subsidiaries;
(be) Pledges any Lien existing on any asset prior to the acquisition thereof by the Company or a Consolidated Subsidiary and not created in contemplation of such acquisition;
(f) any Lien arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings;
(g) Liens to secure indebtedness of the pollution control or industrial revenue bond type and Liens in favor of the Company United States or any Manufacturing Subsidiary;
(c) Pledges in favor state thereof, or any department, agency, instrumentality, or political subdivision of any governmental body to secure progresssuch jurisdiction, 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 indebtedness 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 thereofor cost of constructing or improving the property subject thereto;
(h) any Lien (including Liens in respect of production payments) to secure the payment of all or any part of the cost of exploration, drilling, mining, or development of property which had prior to December 31, 1993, produced no material volumes of hydrocarbons, coal, minerals, timber or other products or by-products produced or extracted from such property, provided that the Debt secured by such Lien shall not exceed the cost of exploring, drilling, mining or development of such property; and provided further that such Lien shall not extend to any property other than the property being explored, drilled, mined or developed;
(i) Lien securing Debt incurred by Xxxx-XxXxx Oil (U.K.) Limited to pay all or any part of the cost of exploration, drilling or development of any North Sea properties within the territorial waters of the United Kingdom, provided that the Debt secured by such liens shall not exceed the cost of such exploration, drilling, or development; and provided further that such Lien shall not extend to any property other than the property being explored, drilled or developed;
(j) 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 the amount of such Debt is not increased and is not secured by any additional assets; and
(ek) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in Liens not otherwise permitted 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 this Section securing Debt in an aggregate principal amount at any time outstanding not exceeding 5% of Stockholders' Equity of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Company.
Appears in 1 contract
Samples: Credit Agreement (Kerr McGee 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 (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 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 Company This Condition 5 (Negative Pledge) only applies to Senior Notes. So long as any Senior Note remains outstanding (as defined in the Agency Agreement), the Issuer will not itselfnot, and will not permit ensure that none of its Subsidiaries will create, or have outstanding any Manufacturing mortgage, charge, lien, pledge or other security interest (other than (i) arising solely by operation of law or (ii) a Permitted Security Interest) (each a "Security Interest"), upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness, or payment under any guarantee or indemnity granted by the Issuer or any Subsidiary to, incur, issue, assumein respect of any Relevant Indebtedness without at the same time or prior thereto according to the Notes and the Coupons the same security as is created or subsisting to secure any such Relevant Indebtedness, guarantee or suffer to exist any notes, bonds, debentures indemnity or such other similar evidences of indebtedness for money borrowed security as shall be approved by an Extraordinary Resolution (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 as defined in the Agency Agreement) of the Company or any Manufacturing Subsidiary, or any shares Noteholders. The Guarantor has agreed in the Deed 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 Guarantee in respect 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 DebtSenior Notes that, so long as such secured Debt shall be so secured, unless, after giving effect theretoany Senior Note remains outstanding (as defined in the Agency Agreement), the aggregate amount Guarantor will not, and will ensure that none of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Principal 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 ofwill create, or on any shares of stock of or Debt ofhave outstanding, any corporation existing at Security Interest (other than (i) arising solely by operation of law or (ii) a Permitted Security Interest), upon 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 whole or any part of the purchase price thereof its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Debt incurred prior toRelevant Indebtedness, or payment under any guarantee or indemnity granted by the Guarantor or any Principal Subsidiary in respect of any Relevant Indebtedness without at the same time ofor prior thereto according to the Deed of Guarantee the same security as is created or subsisting to secure any such Relevant Indebtedness, guarantee or within 60 days after, indemnity or such other security as shall be approved by an Extraordinary Resolution (as defined in the acquisition of such property or shares or Debt for the purpose of financing all or any part Agency Agreement) 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).Noteholders. In these Conditions:
Appears in 1 contract
Samples: Fiscal Agency Agreement
Negative Pledge. The Company No Loan Party nor any Applicable 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, or in each case as described and in the principal amounts set forth on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing SubsidiarySchedule 5.10;
(b) Pledges Liens for taxes, assessments or similar charges, incurred in favor the ordinary course of business that are not yet due and payable or that are being contested in good faith and with due diligence by appropriate proceedings and with respect to which (i) the Loan Party has established reserves reasonably satisfactory to the Administrative Agent and the Required Lenders and (ii) the Collateral Agents are satisfied that, while any such protest is pending, there will be no impairment of the Company enforceability, validity, or priority of any Manufacturing Subsidiaryof the Administrative Agent’s Liens;
(c) Pledges pledges or deposits made in favor the ordinary course of any governmental body business to secure progresspayment of workers’ compensation, advance to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other payments pursuant to any contract social security programs, or provision of any statutefor other similar purposes;
(d) Pledges Liens of propertymechanics, shares materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of stock business that: (1) are not yet due and payable and which in no event shall become a Lien prior to any of the Administrative Agent’s Liens; or Debt existing at (2) are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which the time Loan Party has established reserves reasonably satisfactory to the Administrative Agent and the Required Lenders and which in no event shall become a Lien prior to any of acquisition thereof the Administrative Agent’s Liens;
(including acquisition through merger e) good faith pledges or consolidationdeposits 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 ten percent (10%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the payment ordinary course of all or business;
(f) any part Lien arising out of the purchase price thereof refinancing, extension, renewal or to secure refunding of any Debt incurred prior tosecured by any Lien permitted by any of clauses (a) through (e) of this Section; provided, at that (i) such Debt is not secured by any additional assets, and (ii) the time ofamount of such Debt secured by any such Lien is not increased;
(g) any Lien imposed as a result of a taking under the exercise of the power of eminent domain by any governmental body or by any Person acting under governmental authority;
(h) minor survey exceptions or minor encumbrances, easements or reservations, or within 60 days afterrights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the acquisition use of such property or shares or Debt real properties, which are necessary for the purpose of financing all or any part conduct of the purchase price thereofactivities of the Borrower and its Subsidiaries or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair their use in the operation of the business of the Borrower and its Applicable Subsidiaries and other easements, covenants, restrictions, reservations, exceptions and other matters shown on any title insurance commitment or survey provided to the Collateral Agents prior to the date hereof and not objected to by the Collateral Agents prior to the date hereof; and
(ei) any extension, renewal Liens securing the Obligations created or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in arising 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)Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Trex Co 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 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 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 any of them, 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 any Lien existing on the date of property ofthis Agreement and disclosed in the financial statements referred to in Section 12.04 or set forth in Schedule 13.04, 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) and any extension, renewal or replacement of any such Lien so long as the principal amount secured thereby is not increased and the scope of the property subject to such Lien is not extended;
(b) Liens imposed by law for taxes, assessments or charges of any Governmental Authority for claims not yet due, or to the extent that such Lien is being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained therefor, provided that no notice of Lien has been filed or recorded under the Code;
(c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;
(d) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation;
(e) Liens on property of the Company or any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases or statutory obligations, (ii) surety bonds (excluding appeal bonds and other bonds posted in connection with court proceedings or judgments) and (iii) other non- delinquent obligations of a like nature in each case incurred in the ordinary course of business;
(f) Liens consisting of judgment or judicial attachment liens and Liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that (i) in the case of judgment and judicial attachment liens, the enforcement of such Liens is effectively stayed, and (ii) all such Liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed US$10,000,000;
(g) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, individually or in the aggregate, do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries;
(h) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder;
(i) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or the applicable Subsidiary in excess of those set forth by regulations promulgated by the FRB and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution;
(j) Liens arising in connection with Securitization Transactions; provided that the aggregate investment or claim held at any time by all purchasers, assignees or other transferees of (or successive extensions, renewals or replacements), as a whole or of interests in) receivables and other rights to payment in part, of all Securitization Transactions shall not at any Pledge referred to time exceed in the foregoing clauses aggregate US$150,000,000; and
(k) in addition to Liens permitted by subsections (a) to through (d)j) above, inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or other Liens securing Debt in a part Dollar Equivalent amount not exceeding 12.5% of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Shareholders' Equity.
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', 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 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 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 any of them, 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 any Lien existing on the date of property ofthis Agreement and disclosed in the financial statements referred to in Section 5.04 or set forth in Schedule 6.04, 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) and any extension, renewal or replacement of any such Lien so long as the principal amount secured thereby is not increased and the scope of the property subject to such Lien is not extended;
(b) Liens imposed by Law for taxes, assessments or charges of any Governmental Authority for claims which are not overdue for a period of more than 30 days, or to the extent that such Lien is being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained therefor, provided that no notice of Lien has been filed or recorded under the Code;
(c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by Law or created in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;
(d) Liens (other than any Lien imposed under ERISA) consisting of pledges or deposits in the ordinary course of business (i) required in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers to secure obligations with respect to casualty or liability insurance maintained by the Company or any of its Subsidiaries;
(e) Liens on property of the Company or any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases or statutory obligations, (ii) surety bonds (excluding appeal bonds and other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature (including those to secure health, safety and environmental obligations) in each case incurred in the ordinary course of business;
(f) Liens (i) consisting of judgment or judicial attachment liens and Liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that (x) in the case of judgment and judicial attachment liens, the enforcement of such Liens is effectively stayed, and (y) the aggregate amount secured by all such Liens (excluding any Lien related to the Horizon Litigation) does not at any time exceed US$10,000,000; and (ii) securing appeal bonds posted in connection with the Horizon Litigation to the extent that the sum of (x) the aggregate amount of such appeal bonds and (y) the aggregate amount of all letters of credit (including any Letter of Credit) issued for the benefit of the court (or successive extensionsany instrumentality thereof) having jurisdiction over the Horizon Litigation does not exceed US$200,000,000;
(g) easements, renewals rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances on real property which in the aggregate do not materially detract from the value of such property or replacements)materially interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries;
(h) Liens securing obligations in respect of capital leases on assets subject to such leases, as a whole or in part, provided that such capital leases are otherwise permitted hereunder;
(i) Liens arising solely by virtue of any Pledge referred statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or the applicable Subsidiary in excess of those set forth by regulations promulgated by the FRB and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution;
(j) Liens arising in connection with Securitization Transactions; provided that 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 in the foregoing clauses aggregate US$250,000,000;
(k) Liens on property of any Foreign Subsidiary securing Debt of such Foreign Subsidiary that is permitted under Section 6.06;
(l) any Lien existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case after the date hereof (other than any Lien on the equity interests of any Person that becomes a Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary; and (ii) the Debt secured thereby is permitted under Section 6.06;
(m) Liens arising out of the conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any of its Subsidiaries in the ordinary course of business;
(n) Liens solely on cxxx xxxxxxx money deposits made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder; and
(o) in addition to Liens permitted by subsections (a) to through (d)n) above, inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or other Liens securing Debt in a part Dollar Equivalent amount not exceeding 12.5% of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Shareholders’ Equity.
Appears in 1 contract
Samples: Credit Agreement (Pentair Inc)
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 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 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 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. As long as any Obligations remain unpaid or any Lender has any Commitment hereunder, Premier Bancshares shall not pledge, assign, transfer or encumber any capital stock it holds of Premier Lending or Premier Bank to any third party, except as follows:
(1) Premier Bancshares shall have sixty (60) days following the Effective Date within which to obtain a release of the existing pledge of the outstanding capital stock of Premier Lending and Premier Bank to The Company will Bankers Bank of Atlanta, Georgia (the "Existing Lender") which secures an existing line of credit loan in the maximum principal amount of $15,000,000.00 (the "Existing Loan") and, if such release is not itselfobtained within said time period, Premier Bancshares shall execute and deliver the Pledge Agreement to Agent, thereby granting a secondary pledge of such stock to Agent, on behalf of Lenders, and will shall use its best efforts to cause the Existing Lender to enter into an intercreditor agreement with Agent, on behalf of Lenders, joined by Premier Bancshares, which intercreditor agreement shall provide for the consent of the Existing Lender to such secondary pledge and its agreement to hold such stock as agent and bailee of Agent, and further, shall provide for such other terms and conditions as may reasonably be required by Lenders including, but not limited to, the agreement of the Existing Lender and Premier Bancshares not to increase the amount of the existing indebtedness above the maximum loan amount existing as of the Effective Date, not to grant or permit any Manufacturing Subsidiary tofurther pledge of such stock (other than the secondary pledge to Lenders) and not to grant or permit any assignment of the Existing Lender's interest in such pledged stock; and
(2) Premier Bancshares shall be entitled, incurone time only within sixty (60) days following the Effective Date, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences refinance the Existing Loan and/or to obtain a new loan up to a maximum principal amount of indebtedness for money borrowed $25,000,000.00 (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), the "New Loan") from another lender (the "New Lender") secured by a first priority pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property to the New Lender of not more than fifty percent (50%) of the Company or any Manufacturing Subsidiary, or any shares of outstanding capital stock of or Debt of any Manufacturing Subsidiary Premier Bank (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations remaining fifty percent (together with, if the Company shall so determine, any other Debt of the Company or 50%) of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) stock 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, remain subject to 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 Assetsnegative pledge hereunder); provided, however, that this Section 7.5 shall not apply to Debt secured by:
(a) Pledges if the New Loan is paid off or refinanced at any time, any new or continuing pledge of property of, or on any shares of the outstanding capital 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 Premier Bank shall be limited to all or a part of prohibited unless approved in writing by the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Required Lenders in their sole discretion.
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Samples: Mortgage Warehouse Loan and Security Agreement (Premier Bancshares Inc /Ga)
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).
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Negative Pledge. The Company Borrower will not itself, and will not permit any Manufacturing Subsidiary tocreate, incur, issue, assume, guarantee assume or suffer otherwise become liable upon or permit 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 Lien on, against or with respect to any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiaryits assets, 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 for:
(a) Pledges Liens for Taxes and Statutory Prior Claims, assessments or governmental charges or levies which are paid when due or, if overdue, the validity or amount of property ofwhich is being contested in good faith by appropriate proceedings and in respect of which adequate steps have been taken (which may include cash being paid to or pledged with the relevant Governmental Authority) to prevent penalties from being imposed, interest from accruing and the commencement or continuation of enforcement proceedings and adequate reserves in accordance with Applicable Accounting Principles have been recorded on any shares the consolidated balance sheet of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing SubsidiaryBorrower;
(b) Pledges in favor of the Company or any Manufacturing Subsidiarymechanics’, carriers’, warehousemen’s, storage, repairers’ and materialmen’s Liens;
(c) Pledges Liens or rights of distress reserved in favor or exercisable under any lease for rent not at the time overdue (or, if overdue, such overdue amount is being contested in good faith by appropriate proceedings, any exercise of any governmental body to secure progress, advance or other payments pursuant to any contract or provision rights of any statutedistress are stayed and adequate reserves required by Applicable Accounting Principles are recorded in the accounts and financial statements of the Borrower);
(d) Pledges customary rights of propertyset-off contained in contracts that are not contracts for Debt entered into in the ordinary and usual course of conducting day-to-day business;
(e) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, shares rights of stock combination of accounts or Debt existing at similar rights in the time ordinary course of acquisition thereof conducting day-to-day banking business in relation to deposit accounts or other funds maintained with a financial institution; provided that such Liens (including acquisition through merger cc) do not relate to any deposit account that is a dedicated cash collateral account which is subject to restrictions against access by the depositor or consolidationaccount holder, (dd) do not relate to any deposit account intended by the depositor or account holder to provide collateral to the depository institution and (ee) are not intended directly or indirectly to secure the payment or performance of all Debt or any part other obligation;
(f) Liens over specific items of property such as purchasing money security interests;
(g) the Liens created by the Security and any other Liens created in favour 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 thereofLender; and
(eh) any extension, renewal or replacement (or successive extensions, renewals or replacements), such other Liens securing such obligations as a whole or in part, of any Pledge referred may be approved by the Lender from time 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)time.
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Samples: Loan Agreement (Liberty Silver Corp)
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.
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Negative Pledge. The So long as any Notes or Warrants are 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 and (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, (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or to 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 ofvalue of the affected property, or within 60 days after, (g) security interests disclosed on Schedule B to the acquisition Security Agreement (each 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 through (dg), 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"Permitted Lien").
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