Restrictions on Liens. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist: (a) Liens in favor of any Agent for the benefit of the Lenders and any Agent under the Loan Documents; (b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (c) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c); (e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis; (g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien; (h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof; (j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries; (k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate; (l) any Dutch law conservatory attachment (conservatoir beslag); (m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions; (n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law; (o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and (p) Liens granted in the ordinary course of business in connection with Government Grants.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Restrictions on Liens. Each The Borrower will not, and will cause its Subsidiaries not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of their property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or 39 -39- transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and or sell, assign, pledge or otherwise transfer any of its Restricted Subsidiaries may create accounts, contract rights, general intangibles or incur chattel paper, with or suffer to be created or incurred or to exist:without recourse, except as follows (the "Permitted Liens"):
(a) Liens in favor of any Agent for the benefit listed on Schedule 8.2(a) of the Lenders and any Agent under the Loan DocumentsCredit Agreement;
(b) Liens securing Indebtedness permitted by Section 24.1(d)(i) hereof; provided that the assets subject to such liens and security interests shall be limited to those contracts to which such guaranty, suretyship or indemnification obligations relate and the rights to payment thereunder;
(c) Liens securing Indebtedness permitted under Section 24.1(f) (provided that Liens created pursuant to a Permitted Receivables Transaction are only on the receivables so transferred and secure only the obligations with respect thereto) and Section 24.1(h);
(d) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(ce) deposits Deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(df) Liens on properties in respect of judgments or awards, awards which have been in force for less than the Indebtedness with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by §10.1(c)the Borrower (or any Subsidiary) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Borrower maintains adequate reserves;
(eg) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on propertiesliens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;, provided that such liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the Borrower (or any Subsidiary) in good faith by appropriate proceedings and if the Borrower shall have set aside on its books adequate reserves with respect thereto as required by GAAP and provided further that the Borrower (or any Subsidiary) will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien; and
(fh) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s Liens 's liens under leases to which any of the Borrowers Borrower or any of their Restricted Subsidiaries Subsidiary is a party, and other minor Liens liens or encumbrances none of which in the opinion of such the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such the Borrower and or any of its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially material adverse effect on the business of the Borrower or any of the Borrowers Subsidiary individually or of the Borrowers Borrower and their Restricted its Subsidiaries on a consolidated basis;
. The Borrower covenants and agrees that if it or any of its Subsidiaries shall create or assume any lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (g) Liens existing on unless prior written consent shall have been obtained from the Closing Date Banks), the Borrower will make or cause to be made effective provision whereby the Obligations will be secured by such lien equally and listed on Schedule 10.2 hereto ratably with any and any extensions or renewals thereof provided that the principal amount all other Indebtedness thereby secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to other Indebtedness shall be so secured; provided, that the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included covenants of the Borrower contained in the foregoing provisions of this §10.2 sentence shall only be in effect for so long as the fair market value Borrower shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the assets encumbered by such Liens does not exceed $40,000,000 in Borrower to ratably secure the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government GrantsObligations hereunder.
Appears in 1 contract
Restrictions on Liens. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist:
(a) Liens in favor of any the Administrative Agent for the benefit of the Lenders and any the Administrative Agent under the Loan Documents;
(b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(c) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c(Section)10.1(c);
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Date date hereof and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) (Section)10.1(f), incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j(Section)10.1(j) hereof;
(j) Liens on the rights of WPR under Section 14.05 of its lease with Southern Pacific Transportation Company dated as of 12/30/92 to secure Indebtedness permitted by (Section)10.1(g) hereof;
(i) Liens on the equipment, fixtures and improvements of the US Borrower and the US Guarantors placed in or upon the premises leased pursuant to the Corpus Christi Lease, and (ii) Liens of the Port of Corpus Christi Authority of Nueces County, Texas on the two locomotives owned by Rail Link, Inc. and numbered as RLIX 547 and RLIX 475;
(l) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;; and
(km) other Liens not included in the foregoing provisions of this §10.2 (Section)10.2 securing Indebtedness permitted by (Section)10.1(p) so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 5,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government Grants.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Restrictions on Liens. Each The Borrower will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, (i) create create, incur, either voluntarily or incur involuntarily, or suffer to be created or incurred or to exist assume any Lien upon any of their its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to existexcept:
(a) Liens in favor of any Agent for existing on the benefit of date hereof securing Debt outstanding on the Lenders and any Agent under the Loan Documentsdate hereof;
(b) Liens incidental to secure taxes, assessments the conduct of its business or the ownership of its properties and other government charges assets which were not incurred in respect connection with the borrowing of obligations money or the obtaining of advances or credit or the incurrence of Derivatives Obligations and which do not overdue materially detract from the value of its property or being contested assets or materially impair the use thereof in good faith or Liens on properties to secure claims for labor, material or supplies in respect the operation of obligations not overdueits business;
(c) deposits any Lien on any asset securing Debt incurred or pledges made in connection withassumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions within 180 days before or other social security obligationsafter the acquisition thereof;
(d) Liens on properties incurred in respect connection with Guarantees of judgments the type described in the proviso to the definition of Debt and Liens incurred in connection with the acquisition of, or awardsimprovements to, real estate; provided, however, that no such Lien shall extend to or cover any property other than the Indebtedness with respect to which is permitted by §10.1(c)property so acquired or improved;
(e) Liens any Lien existing on any assets of carriersany corporation or other entity at the time it becomes a Subsidiary and not created in contemplation of such corporation becoming a Subsidiary, warehousemenor existing on any assets acquired by the Borrower or any Subsidiary through purchase, mechanics merger, consolidation, or otherwise and materialmennot created in contemplation of such purchase, and merger, consolidation or other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overduetransaction;
(f) encumbrances on Real Estate owned any Lien resulting from any order of attachment, distraint or leased by any other legal process arising out of judicial proceedings so long as the Borrowers execution or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries other enforcement thereof is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basiseffectively stayed;
(g) Liens existing on shares of capital stock or property of a Subsidiary securing obligations owing by such Subsidiary to the Closing Date and listed on Schedule 10.2 hereto and any extensions Borrower or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lienanother Subsidiary;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness Liens arising out of the type and amount refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by §10.1(f) incurred or assumed in connection with the acquisition of this Section 5.10, provided that such property, which security interests or mortgages cover only the real or personal property so acquiredDebt is not increased and is not secured by any additional assets;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) banks or other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien institutions arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor issuance of AustralAsia letters of credit or bankers' acceptances in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent shipment or storage of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted goods in the ordinary course of business business; (j) any Lien which may be deemed to result from an agreement or commitment to exchange securities of a Subsidiary for other securities of the Borrower, whether or not such securities of a Subsidiary are placed in connection with Government Grants.escrow for such purpose;
Appears in 1 contract
Restrictions on Liens. Each Neither the Borrower will not, and will not permit any of nor its Restricted ------------ --------------------- Subsidiaries to, shall (iA) create or incur or suffer to be created or incurred or to exist any Lien Lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of their property its Property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iiB) transfer any of such property Property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiiC) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title title-retention or purchase purchase-money security agreement, device or arrangement; or (ivD) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower or (E) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; and shall not permit any of its Restricted Subsidiaries to do any of the foregoing; provided -------- that the Borrower or any Subsidiary may create or incur or suffer to be created or incurred or to exist:exist the following (collectively, "Permitted Liens"): ---------------
(a) Liens in favor of any Agent for the benefit of the Lenders and any Agent under the Loan Documents;
(b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties Properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(cb) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, worker's compensation and unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(ec) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(fd) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of of:
(i) easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s Liens 's liens under leases to which any of the Borrowers Borrower or any of their Restricted its Subsidiaries is a party, and other minor Liens liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such the Borrower and or any of its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect Material Adverse Effect on the business of the Borrower or any of its Subsidiaries, and
(ii) with respect to Real Estate mortgage (or deed of trust) Liens (collectively, "Mortgage Liens") to secure the payment of -------------- Indebtedness permitted to be incurred under (S) 7.01(d)(i); provided -------------- -------- that
(A) the amount secured by any Mortgage Lien shall not exceed the sum of (1) the acquisition cost of the Real Estate acquired by the Borrower or any of its Subsidiaries and (2) the cost of any improvements constructed thereon; and
(B) the Borrower or such Subsidiary shall simultaneously with the acquisition of the Real Estate in question either:
(1) grant to the Administrative Agent a second mortgage (or deed of trust), in form and substance satisfactory to the Required Lenders, subordinate only to the Mortgage Lien, and securing the obligations of the Borrower and its Subsidiaries owing to the Lenders, or
(2) cause the lender in whose favor the Mortgage Lien is to be made to execute and deliver to the Administrative Agent an option to purchase the Mortgage Lien, substantially in the form of Exhibit G; ---------
(e) Liens in favor of the Administrative Agent for the benefit of the Lenders;
(f) deposits to secure the performance of bids, trade contracts (other than in respect of Indebtedness for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds, and other obligations of a like nature incurred in the ordinary course of business (including, without limitation, letters of credit issued for the account of the Borrower or its Subsidiaries to support any of the Borrowers individually or of foregoing and the Borrowers and their Restricted Subsidiaries on a consolidated basis;reimbursement obligations related thereto) not to exceed in the aggregate at any one time *****
(g) Liens existing on FCC Licenses and proceeds of the Closing Date sale or other disposition thereof in favor of the FCC securing FCC Debt owing by License Subsidiaries permitted pursuant to (S) 7.01(c); and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;-----------
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase Liens securing purchase-money Indebtedness of the type and amount permitted by §10.1(funder (S) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx--- 7.01(d)(i) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(qii); provided that such Liens are subordinated cover only the property ------------------ -------- acquired with the proceeds of such Indebtedness and the proceeds of such property to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to extent the Administrative Agent applicable Uniform Commercial Code provides for the automatic perfection of a security interest in such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government Grantsproceeds.
Appears in 1 contract
Restrictions on Liens. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist:
(a) Liens in favor of any Agent for the benefit of the Lenders Lenders, the Hedge Banks, the Cash Management Banks and any Agent under the Loan Documents;
(b) Liens to secure taxes, assessments and other government charges for Taxes in respect of obligations not overdue yet due or that are being contested in good faith and by appropriate proceedings or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(c) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(e) Liens of carriers’, warehousemen’s, mechanics and mechanics’, materialmen’s, and repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on properties, the books of the applicable Person in existence less than 120 days from the date of creation thereof in respect of obligations not overdueaccordance with GAAP;
(f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases or subleases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Restatement Effective Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof thereof; provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests other Liens not included in or purchase money mortgages the other provisions of this §10.2 in respect of Indebtedness in an amount not to exceed at the time of incurrence thereof 10% of Consolidated Total Assets calculated on real or personal property acquired after the date hereof to secure purchase money Indebtedness a pro forma basis calculated as of the type and amount permitted by end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §10.1(f9.4(a) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired9.4(b) hereof;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof);
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included comprised of (i) any security or quasi-security arising under any retention of title, extended retention of title (verlängerter Eigentumsvorbehalt), or, in the foregoing provisions case of this §10.2 so long as an extended retention of title arrangement, receivables resulting from the fair market value sale of such; (ii) any Lien arising under the general terms and conditions of banks and Sparkassen (Allgemeine Geschäftsbedingungen der Banken und Sparkassen) or similar general terms and conditions of banks with whom any Loan Party maintains a banking relationship in the ordinary course of business; (iii) any landlord’s pledge (Vermieterpfandrecht) arising by operation of law under a lease in favour of the assets encumbered by such Liens does not exceed $40,000,000 relevant third party landlord; (iv) any security or quasi-security given in order to comply with the aggregaterequirements of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV); and (v) any security or quasi-security in respect of liabilities owed to a German intra-group lender in connection with any cash pooling arrangement;
(l) any Dutch law conservatory attachment Liens securing Indebtedness assumed or incurred in connection with a Permitted Acquisition pursuant to §10.1(k); provided that (conservatoir beslag)i) in the case of assumed Liens, such Liens are not created, incurred or assumed in anticipation of or in connection with such Permitted Acquisition, Minor Permitted Acquisition or other Investment, (ii) in the case of assumed Liens, such Liens are limited to all or part of the same property and other assets that secured such Indebtedness to which such Liens relate and (iii) in the case of Liens incurred in contemplation of a Permitted Acquisition such Liens cover only the real or personal property acquired in connection with such Permitted Acquisition;
(m) in respect of the European Borrower only, any Lien arising under clause 18 24 or 25 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, Borrower (as security trustee) securing the intercompany loans originally provided by RP and the Australian Borrower, respectively, Borrower respectively to GWA (North) in connection with the Australian AcquisitionAcquisition and, after the Restatement Effective Date, provided by the Australian Borrower and Viper Line Pty Limited respectively to GWA (North); provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and;
(p) Liens granted in the ordinary course of business in connection with Government Grants;
(q) Liens provided for by one of the following transactions if the transaction does not, in substance, secure payment or performance of an obligation: (i) a transfer of an account or chattel paper, (ii) a commercial consignment or, (iii) a PPS lease (each as defined in the PPSA);
(r) Liens arising under conditional sale or other title retention arrangement or arrangements having similar effect in respect of goods supplied to any Borrower or any of its Restricted Subsidiaries in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any Borrower or any of its Restricted Subsidiaries;
(s) Liens on the Collateral securing (i) Permitted First Priority Refinancing Debt and Permitted First Lien Indebtedness, in each case, subject to the Pari Passu Intercreditor Agreement or (ii) Permitted Second Priority Refinancing Debt and Permitted Second Lien Indebtedness, in each case, subject to the Second Lien Intercreditor Agreement;
(t) every Lien or retention of title arrangement securing the unpaid balance of purchase money for property acquired in the ordinary course of ordinary business under an installment contract on the supplier’s standard terms where such unpaid balance is not yet due;
(u) every Lien arising solely by operation of the PPSA (Australia) in the proceeds of an asset which is the subject of a Lien or retention of title arrangement referred to in paragraph (r) of this §10.2 or any commingled product or mass of which it becomes part, where the obligation secured by that Lien is limited to the unpaid balance of the purchase money for the original asset and that unpaid balance is not yet due; and
(v) any Lien in relation to personal property (as defined in the PPSA (Australia) that is created or provided for by (i) a transfer of an “Account” or “Chattel Paper”; (ii) a “PPS Lease”; or (iii) a “Commercial Consignment”, (as each of those terms are defined in the PPSA (Australia)) that is not a security interest within the meaning of Section 12(1) of the PPSA (Australia).
Appears in 1 contract
Samples: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc)
Restrictions on Liens. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist:
(a) Liens in favor of any Agent for the benefit of the Lenders Lenders, the Hedge Banks, the Cash Management Banks and any Agent under the Loan Documents;
(b) Liens to secure taxes, assessments and other government charges for Taxes in respect of obligations not overdue yet due or that are being contested in good faith and by appropriate proceedings or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(c) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(e) Liens of carriers’, warehousemen’s, mechanics and mechanics’, materialmen’s, and repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on properties, the books of the applicable Person in existence less than 120 days from the date of creation thereof in respect of obligations not overdueaccordance with GAAP;
(f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases or subleases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Restatement Effective Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests other Liens not included in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money other provisions of this §10.2 in respect of Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired10.1(m);
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof);
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate[Reserved];
(l) any Dutch law conservatory attachment Liens securing Indebtedness assumed or incurred in connection with a Permitted Acquisition pursuant to §10.1(k); provided that (conservatoir beslag)i) in the case of assumed Liens, such Liens are not created, incurred or assumed in anticipation of or in connection with such Permitted Acquisition or other Investment, (ii) in the case of assumed Liens, such Liens are limited to all or part of the same property and other assets that secured such Indebtedness to which such Liens relate and (iii) in the case of Liens incurred in contemplation of a Permitted Acquisition, such Liens cover only the real or personal property acquired in connection with such Permitted Acquisition;
(m) in respect of the European Borrower only, any Lien arising under clause 18 24 or 25 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, Borrower (as security trustee) securing the intercompany loans originally provided by RP and the Australian Borrower, respectively, Borrower respectively to GWA (North) in connection with the Australian AcquisitionAcquisition and, after the Restatement Effective Date, provided by the Australian Borrower and Viper Line Pty Limited respectively to GWA (North); provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and;
(p) Liens granted in the ordinary course of business in connection with Government Grants;
(q) Liens provided for by one of the following transactions if the transaction does not, in substance, secure payment or performance of an obligation: (i) a transfer of an account or chattel paper, (ii) a commercial consignment or, (iii) a PPS lease (each as defined in the PPSA);
(r) Liens arising under conditional sale or other title retention arrangement or arrangements having similar effect in respect of goods supplied to any Borrower or any of its Restricted Subsidiaries in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any Borrower or any of its Restricted Subsidiaries;
(s) Liens on the Collateral securing (i) Permitted First Priority Refinancing Debt and Permitted First Lien Indebtedness, in each case, subject to the Pari Passu Intercreditor Agreement or (ii) Permitted Second Priority Refinancing Debt and Permitted Second Lien Indebtedness, in each case, subject to the Second Lien Intercreditor Agreement;
(t) every Lien or retention of title arrangement securing the unpaid balance of purchase money for property acquired in the ordinary course of ordinary business under an installment contract on the supplier’s standard terms where such unpaid balance is not yet due;
(u) every Lien arising solely by operation of the PPSA (Australia) in the proceeds of an asset which is the subject of a Lien or retention of title arrangement referred to in paragraph (r) of this §10.2 or any commingled product or mass of which it becomes part, where the obligation secured by that Lien is limited to the unpaid balance of the purchase money for the original asset and that unpaid balance is not yet due; and
(v) any Lien in relation to personal property (as defined in the PPSA (Australia) that is created or provided for by (i) a transfer of an “Account” or “Chattel Paper”; (ii) a “PPS Lease”; or (iii) a “Commercial Consignment”, (as each of those terms are defined in the PPSA (Australia)) that is not a security interest within the meaning of Section 12(1) of the PPSA (Australia).
Appears in 1 contract
Restrictions on Liens. Each The Borrower will notshall not incur any Debt secured by any Lien, and will not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien securing Debt, upon any of their property or assets of any character with respect to its Properties or assets, whether now owned or hereafter acquired, without effectively providing that the Loans then outstanding and thereafter created (together with any other Debt or upon obligations then existing and any other indebtedness or obligation thereafter created ranking equally with the income Loans then existing or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same thereafter created which is not subordinated to the payment of Indebtedness Loans) shall be secured equally and ratably with (or performance of any other prior to) such Debt or obligations so long as such Debt or obligation in priority to payment of its general creditors; (iii) acquireis so secured, or agree (except where such agreement is that the foregoing provision shall not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to existapply to:
(a) Liens in favor of any Agent for created under this Agreement or the benefit of the Lenders and any Agent under the Loan DocumentsSecurity Agreements;
(b) Liens any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to secure taxes, assessments and other government charges in respect such asset concurrently with or within 18 months after the acquisition or completion of obligations not overdue or being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueconstruction thereof;
(c) deposits any Lien on any asset of any corporation existing at the time such corporation is merged or pledges made consolidated with or into the Borrower and not created in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;contemplation of such event; LEGAL02/33561677v8
(d) Liens any Lien existing on properties any asset prior to the acquisition thereof by the Borrower and not created in respect contemplation of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c)such acquisition;
(e) Liens any Lien arising out of carriersthe refinancing, warehousemenextension, mechanics and materialmenrenewal or refunding of any Debt secured by any Lien permitted by any of the foregoing paragraphs of this Section 5.03, provided that (i) such Debt is not secured by any additional assets, and other like Liens on properties, in existence less than 120 days from (ii) the date amount of creation thereof in respect of obligations such Debt secured by any such Lien is not overdueincreased;
(f) encumbrances on Real Estate owned or leased by any of Liens incidental to the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of its business or the business ownership of such Borrower and its Restricted Subsidiaries, assets which defects (i) do not individually or secure Debt and (ii) do not in the aggregate have a materially adverse effect on detract from the business value of any its assets or materially impair the use thereof in the operation of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basisits business;
(g) Liens existing any Lien on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;Margin Stock; and
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness Liens consisting of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of pledges or deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business to secure obligations under workmen’s compensation laws or similar legislation, including liens of judgments thereunder which are not currently dischargeable, (ii) deposits in the ordinary course of business to secure or in lieu of surety, appeal or customs bonds to which the Borrower is a party, (iii) liens created by or resulting from any litigation or legal proceeding which is being contested in good faith by appropriate proceedings diligently conducted, (iv) pledges or deposits in the ordinary course of business to secure performance in connection with Government Grantsbids, tenders or contracts (other than contracts for the payment of money) or (v) materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s or other like Liens incurred in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted or deposits to obtain the release of such Liens.
Appears in 1 contract
Samples: Credit Agreement (Scana Corp)
Restrictions on Liens. Each Neither the Borrower will not, and will not permit nor any of its Restricted --------------------- Subsidiaries to, (i) will create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of their its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and or sell, assign, pledge or otherwise transfer any of its Restricted Subsidiaries may create accounts, contract rights, general intangibles or incur chattel paper, with or suffer to be created or incurred or to exist:without recourse, except the following (the "Permitted Liens"):
(a) Liens in favor of any Agent for the benefit of the Lenders and any Agent under the Loan Documents;
(b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties to secure claims for labor, material or supplies (i) in respect of obligations which are not overdue;overdue at the time of determination, or (ii) which are currently being contested in good faith by appropriate proceedings, if the Borrower shall have set aside on its books adequate reserves with respect thereto, if required, and if no proceedings have been commenced to foreclose any such lien.
(cb) deposits Deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;.
(dc) Liens on properties in respect of judgments or awards, the Indebtedness with respect to awards which is permitted by §10.1(c);
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, have been in existence force for less than 120 days from the date of creation thereof applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of obligations not overdue;
(f) encumbrances on Real Estate owned which the Borrower shall at the time in good faith be prosecuting an appeal or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a partyproceedings for review, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of which the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions has maintained reserves in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably an amount satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government GrantsMajority Lenders.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (United States Filter Corp)
Restrictions on Liens. Each Borrower will notThe Company shall not pledge, mortgage or hypothecate, or permit to exist, and will shall not cause, suffer or permit any Subsidiary to pledge, mortgage or hypothecate, or permit to exist, except in favor of its Restricted Subsidiaries tothe Company or any Subsidiary, any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, charge, security interest, encumbrance or lien of any kind whatsoever (iincluding any Capital Lease) create (collectively, a “lien” or incur “liens”) upon, any Principal Property or suffer any Equity Interest in any Significant Subsidiary owning any Principal Property, at any time owned by it or a Subsidiary, to secure any indebtedness, without making effective provisions whereby the Notes shall be equally and ratably secured with or prior to any and all such indebtedness and any other indebtedness similarly entitled to be created equally and ratably secured; provided, however, that this provision shall not apply to or incurred prevent the creation or to exist any Lien upon any of their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to existexistence of:
(a) Liens in favor of any Agent for the benefit of the Lenders undetermined or inchoate liens and any Agent under the Loan Documentscharges incidental to construction, maintenance, development or operation;
(b) Liens to secure taxes, the lien of taxes and assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overduethe then current year;
(c) deposits the lien of taxes and assessments not at the time delinquent;
(d) the lien of specified taxes and assessments which are delinquent but the validity of which is being contested at the time by the Company or pledges made such Subsidiary in good faith and by appropriate proceedings;
(e) any obligations or duties, affecting the property of the Company or such Subsidiary, to any municipality or public authority with respect to any franchise, grant, license, permit or similar arrangement;
(f) the liens of any judgments or attachment in an aggregate amount not in excess of $10,000,000, or the lien of any judgment or attachment the execution or enforcement of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond;
(g) any lien on any property held or used by the Company or a Subsidiary in connection with the exploration for, development of or production of oil, gas, natural gas (including liquefied gas and storage gas), other hydrocarbons, helium, coal, metals, minerals, steam, timber, geothermal or other natural resources or synthetic fuels, such properties to include, but not be limited to, the Company’s or a Subsidiary’s interest in any mineral fee interests, oil, gas or other mineral leases, royalty, overriding royalty or net profits interests, production payments and other similar interests, wellhead production equipment, tanks, field gathering lines, leasehold or field separation and processing facilities, compression facilities and other similar personal property and fixtures;
(h) any lien on oil, gas, natural gas (including liquefied gas and storage gas), other hydrocarbons, helium, coal, metals, minerals, steam, timber, geothermal or other natural resources or synthetic fuels produced or recovered from any property, an interest in which is owned or leased by the Company or a Subsidiary;
(i) liens upon any property heretofore or hereafter acquired, constructed or improved, created at the later of the time of acquisition or commercial operation thereof, or within one year thereafter (and accessions and proceeds thereof), to secure all or a portion of the purchase price thereof or the cost of such construction or improvement, or existing thereon at the date of acquisition, whether or not assumed by the Company or a Subsidiary, provided that every such lien shall apply only to the property so acquired or constructed and fixed improvements thereon (and accessions and proceeds thereof);
(j) any extension, renewal or refunding, in whole or in part, of any lien permitted by subparagraph (i) above, if limited to the same property or any portion thereof subject to, and securing not more than the amount secured by, the lien extended, renewed or refunded;
(k) liens upon any property of any entity heretofore or hereafter acquired by any entity that is or becomes a Subsidiary after the date hereof (“Acquired Entity”) provided that every such lien (1) shall either (A) exist prior to the time the Acquired Entity becomes a Subsidiary or (B) be created at the time the Acquired Entity becomes a Subsidiary or within one year thereafter to secure all or a portion of the acquisition price thereof and (2) shall only apply to those properties owned by the Acquired Entity at the time it becomes a Subsidiary or thereafter acquired by it from sources other than the Company or any other Subsidiary;
(l) the pledge of current assets, in the ordinary course of business, to secure current liabilities;
(m) any lien 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 regulation for any purpose at any time in connection with the financing of the acquisition or construction of property to secure payment ofbe used in the business of the Company or a Subsidiary or as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Company or a Subsidiary to maintain self-insurance or to participate in any funds established to cover any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties security, or to share in respect of judgments the privileges or awards, benefits required for companies participating in such arrangements; the Indebtedness lien reserved in leases for rent and for compliance with respect to which is permitted by §10.1(c);
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on Real Estate owned or leased by any terms of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities lease in the title theretocase of leasehold estates; mechanics’ or materialmen’s liens, landlord’s any liens or lessor’s Liens under leases to which any charges arising by reason of the Borrowers pledges or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof deposits to secure purchase money Indebtedness payment of the type and amount permitted by §10.1(f) incurred workmen’s compensation or assumed other insurance, good faith deposits in connection with tenders, leases of real estate, bids or contracts (other than contracts for the acquisition payment of such propertymoney), which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on duties or public or statutory obligations, deposits to secure, or in lieu of, surety, stay or appeal bonds, and deposits as security for the Capital Stock payment of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) taxes or any assessments or similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditionscharges;
(n) first priority Liens granted by GWA any lien of or upon any office equipment, data processing equipment (North) in favor of RP including, without limitation, computer and the Australian Borrowercomputer peripheral equipment), respectivelyor transportation equipment (including, securing the intercompany loans by RP without limitation, motor vehicles, tractors, trailers, marine vessels, barges, towboats, rolling stock and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian lawaircraft);
(o) Liens granted any lien created or assumed by GWA (North) in favor of AustralAsia the Company or a Subsidiary in connection with Indebtedness permitted the issuance of debt securities the interest on which is excludable from gross income of the holder of such security pursuant to §10.1(q)the Internal Revenue Code, as amended, for the purposes of financing, in whole or in part, the acquisition or construction of property to be used by the Company or a Subsidiary; provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; andor
(p) Liens granted in the ordinary course pledge or assignment of business accounts receivable, or the pledge or assignment of conditional sales contracts or chattel mortgages and evidences of indebtedness secured thereby, received in connection with Government Grantsthe sale by the Company or such Subsidiary or others of goods or merchandise to customers of the Company or such Subsidiary. In case the Company or any Subsidiary shall propose to pledge, mortgage, or hypothecate any Principal Property at any time owned by it to secure any indebtedness, other than as permitted by paragraphs (a) to (p), inclusive, of this Section 303, the Company shall prior thereto give written notice thereof to the Trustee, and the Company shall or shall cause such Subsidiary to, prior to or simultaneously with such pledge, mortgage or hypothecation, by supplemental indenture executed and delivered to the Trustee (or to the extent legally necessary to another trustee or additional or separate trustee), in form satisfactory to the Trustee, effectively secure all the Notes equally and ratably with, or prior to, such indebtedness.
Appears in 1 contract
Restrictions on Liens. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist:
(a) Liens in favor of any Agent for the benefit of the Lenders Lenders, the Hedge Banks, the Cash Management Banks and any Agent under the Loan Documents;
(b) Liens to secure taxes, assessments and other government charges for Taxes in respect of obligations not overdue yet due or that are being contested in good faith and by appropriate proceedings or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(c) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(e) Liens of carriers’, warehousemen’s, mechanics and mechanics’, materialmen’s, and repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on properties, the books of the applicable Person in existence less than 120 days from the date of creation thereof in respect of obligations not overdueaccordance with GAAP;
(f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases or subleases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof);
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing other provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 ($80,000,000 following the Voting Trust Termination Date) in the aggregateaggregate at any time outstanding;
(l) any Dutch law conservatory attachment (conservatoir beslag)[intentionally omitted];
(m) in respect of the European Borrower only, any Lien arising under clause 18 24 or 25 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and;
(p) Liens granted in the ordinary course of business in connection with Government Grants;
(q) Liens provided for by one of the following transactions if the transaction does not, in substance, secure payment or performance of an obligation: (i) a transfer of an account or chattel paper, (ii) a commercial consignment or, (iii) a PPS lease (each as defined in the PPSA);
(r) Liens arising under conditional sale or other title retention arrangement or arrangements having similar effect in respect of goods supplied to any Borrower or any of its Restricted Subsidiaries in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any Borrower or any of its Restricted Subsidiaries;
(s) Liens on the Collateral securing (i) Permitted First Priority Refinancing Debt and Permitted First Lien Indebtedness, in each case, subject to the Pari Passu Intercreditor Agreement or (ii) Permitted Second Priority Refinancing Debt and Permitted Second Lien Indebtedness, in each case, subject to the Second Lien Intercreditor Agreement;
(t) every Lien or retention of title arrangement securing the unpaid balance of purchase money for property acquired in the ordinary course of ordinary business under an installment contract on the supplier’s standard terms where such unpaid balance is not yet due;
(u) every Lien arising solely by operation of the PPSA (Australia) in the proceeds of an asset which is the subject of a Lien or retention of title arrangement referred to in paragraph (r) of this §10.2 or any commingled product or mass of which it becomes part, where the obligation secured by that Lien is limited to the unpaid balance of the purchase money for the original asset and that unpaid balance is not yet due; and
(v) any Lien in relation to personal property (as defined in the PPSA (Australia) that is created or provided for by (i) a transfer of an Account” or “Chattel Paper”; (ii) a “PPS Lease”; or (iii) a “Commercial Consignment”, (as each of those terms are defined in the PPSA (Australia)) that is not a security interest within the meaning of Section 12(1) of the PPSA (Australia).
Appears in 1 contract
Samples: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc)
Restrictions on Liens. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist:
(a) Liens in favor of any Agent for the benefit of the Lenders Lenders, the Hedge Banks, the Cash Management Banks and any Agent under the Loan Documents;
(b) Liens to secure taxes, assessments and other government charges for Taxes in respect of obligations not overdue yet due or that are being contested in good faith and by appropriate proceedings or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(c) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(e) Liens of carriers’, warehousemen’s, mechanics and mechanics’, materialmen’s, and repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on properties, the books of the applicable Person in existence less than 120 days from the date of creation thereof in respect of obligations not overdueaccordance with GAAP;
(f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases or subleases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Restatement Effective Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof thereof; provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests other Liens not included in or purchase money mortgages the other provisions of this §10.2 in respect of Indebtedness in an amount not to exceed at the time of incurrence thereof 15% of Consolidated Total Assets calculated on real or personal property acquired after the date hereof to secure purchase money Indebtedness a pro forma basis calculated as of the type and amount permitted by end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §10.1(f9.4(a) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired9.4(b) hereof;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof);
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate[Reserved];
(l) any Dutch law conservatory attachment Liens securing Indebtedness assumed or incurred in connection with a Permitted Acquisition pursuant to §10.1(k) in an amount not to exceed 15% of Consolidated Total Assets calculated on a pro forma basis calculated as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof; provided that (conservatoir beslag)i) in the case of assumed Liens, such Liens are not created, incurred or assumed in anticipation of or in connection with such Permitted Acquisition, Minor Permitted Acquisition or other Investment and (ii) in the case of assumed Liens, such Liens are limited to all or part of the same property and other assets that secured such Indebtedness to which such Liens relate;
(m) in respect of the European Borrower Borrowers only, any Lien arising under clause 18 24 or 25 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) solely on Permitted Factoring Assets sold in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian lawPermitted Factoring Transactions;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted the purchaser of Permitted Factoring Assets on any deposit accounts utilized to only receive collections from account debtors being financed pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; andPermitted Factoring Transactions;
(p) Liens granted in the ordinary course of business in connection with Government Grants;
(q) Liens provided for by one of the following transactions if the transaction does not, in substance, secure payment or performance of an obligation: (i) a transfer of an account or chattel paper, (ii) a commercial consignment or, (iii) a PPS lease (each as defined in the PPSA);
(r) Liens arising under conditional sale or other title retention arrangement or arrangements having similar effect in respect of goods supplied to any Borrower or any of its Restricted Subsidiaries in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any Borrower or any of its Restricted Subsidiaries;
(s) Liens on the Collateral securing (i) Permitted First Priority Refinancing Debt and Permitted First Lien Indebtedness, in each case, subject to the Pari Passu Intercreditor Agreement or (ii) Permitted Second Priority Refinancing Debt and Permitted Second Lien Indebtedness, in each case, subject to the Second Lien Intercreditor Agreement; and
(t) every Lien or retention of title arrangement securing the unpaid balance of purchase money for property acquired in the ordinary course of ordinary business under an installment contract on the supplier’s standard terms where such unpaid balance is not yet due. Notwithstanding the provisions of this §10.2, none of the preceding exceptions will apply to any Aus Intercompany Loan other than those set forth in clauses (a), (b), (d), (k) or (p). Notwithstanding the provisions of this §10.2, each Borrower will not, and will not permit any of its Restricted Subsidiaries to, create or incur or suffer to be created or incurred or to exist any consensual Lien upon any Rail Equipment (as defined in the U.S. Security Agreement).
Appears in 1 contract
Samples: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc)
Restrictions on Liens. Each The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of their its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided or (v) sell, assign, pledge or otherwise transfer any "receivables" as defined in clause (vii) of the definition of the term "Indebtedness," with or without recourse; PROVIDED that such the Borrower and or any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist:
(a) Liens in favor of any Agent for the benefit of the Lenders and any Agent under the Loan Documents;
(b) Liens liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens liens on properties 44 -38- to secure claims for labor, material or supplies in respect of obligations not overdue;
(b) liens in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents; and
(c) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed liens created in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government GrantsIntercompany RPA.
Appears in 1 contract
Samples: Revolving Credit Agreement (Outsource International Inc)
Restrictions on Liens. Each Borrower The Borrowers will not, and will not permit any of its Restricted their Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of their its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; (e) sell, assign, pledge or otherwise transfer any "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse; or (f) enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Borrowers or any of their Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents and other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrowers or such Subsidiary in the ordinary course of its business, provided that such Borrower and the Borrowers or any of its Restricted their Subsidiaries may create or incur or suffer to be created or incurred or to exist:
(a) Liens liens in favor of any Agent for the benefit Borrowers on all or part of the Lenders and any Agent under assets of Subsidiaries of the Loan DocumentsBorrowers securing Indebtedness owing by Subsidiaries of the Borrowers to such Borrower;
(b) Liens liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(c) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens liens on properties in respect of judgments or awards, awards that have been in force for less than the Indebtedness with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by §10.1(c)such Borrowers or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(e) Liens liens of carriers, warehousemen, mechanics and materialmen, and other like Liens liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s Liens 's liens under leases to which any of the Borrowers or a Subsidiary of any of their Restricted Subsidiaries Borrower is a party, and other minor Liens liens or encumbrances none of which in the opinion of such the applicable Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers such Borrower individually or of the Borrowers such Borrower and their Restricted its Subsidiaries on a consolidated basis;
(g) Liens liens existing on the Closing Date date hereof and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien9.2 hereto;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(fss.9.1(d) and ss.9.1(g)(ii), incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting liens in favor of deposits to secure Indebtedness permitted by §10.1(j) hereof;the Agent for the benefit of the Banks and the Agent under the Loan Documents; and
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted liens incurred in the ordinary course of business consistent with past practices in connection with Government Grantsfavor of a Person providing insurance of collection of certain of the Company's accounts receivable, provided such liens cover only those receivables so insured and provided that the Agent has a first priority perfected security interest in such insurance proceeds.
Appears in 1 contract
Restrictions on Liens. Each None of the Borrowers will, nor will any Borrower will not, and will not permit any of its Restricted Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of their its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (ivd) suffer to exist for a period of more than thirty (30) days (or, in the event that the Borrowers promptly undertake and diligently pursue a clean-up action in the case of any lien imposed by or pursuant to any Environmental Laws, such longer period as is reasonable for such clean-up action) after the same shall have been incurred any Indebtedness or claim or demand against it (except for Indebtedness, claims or demands which arise as a result of or are imposed by any Environmental Laws, and which do not exceed $100,000 individually or $250,000 in the aggregate) that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that such Borrower the Borrowers and any of its Restricted their Subsidiaries may create or incur or suffer to be created or incurred or to exist:
(ai) Liens liens in favor of any Agent for the benefit Borrowers on all or part of the Lenders and any Agent under assets of Subsidiaries of the Loan DocumentsBorrowers securing Indebtedness owing by Subsidiaries of the Borrowers to the Borrowers;
(bii) Liens liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or if payment shall not at the time be required to be made in accordance with [section]6.7;
(ciii) liens in respect of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, workmen’s worker's compensation, unemployment insurance, old age pensions or other social security obligationsobligations or to secure performance in connection with bids or contracts (other than for the payment of borrowed money) or to secure surety, stay, appeal or customs bonds or other similar liens, pledges or deposits;
(div) Liens on properties liens in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c[section]7.1(g);
(ev) Liens liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on propertiesliens, in existence less than 120 60 days (or in the case of any lien with respect to which the underlying claim shall currently be contested by the Borrowers or such Subsidiaries in good faith by appropriate proceedings, the period of time during which such lien is being contested) from the date of creation thereof in respect of obligations not overdueoverdue or deposits to obtain the release of such liens;
(fvi) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s Liens 's liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is are a party, and other minor Liens liens or encumbrances none of which in the opinion of such Borrower the Borrowers interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower the Borrowers and its Restricted their Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or the on the business of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(gvii) Liens existing on the Closing Date and presently outstanding liens listed on Schedule 10.2 7.3 hereto so long as, with respect to those liens securing Indebtedness, such liens secure Indebtedness outstanding on the date hereof and not any renewals, refundings or extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lienthereof;
(hviii) purchase money security interests liens on ABP's facility in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Mexico, Missouri securing Indebtedness of the type and amount permitted by §10.1(funder [section]7.1(e) incurred or assumed in connection with the acquisition construction and equipping of such propertythe ABP's facility in Mexico, which security interests or mortgages cover only the real or personal property so acquiredMissouri;
(iix) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) liens in respect of the European Borrower only, any Lien arising purchase money indebtedness permitted under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q[section]7.1(i); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(px) Liens granted liens, if any, in favor of the ordinary course Agent for the benefit of business in connection with Government Grantsthe Banks and the Agent under the Loan Documents.
Appears in 1 contract
Restrictions on Liens. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of their property or assets of any character whether now owned or hereafter acquired, or upon Following the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to existRating Event Date:
(a) Liens in favor of So long as any Agent for the benefit of the Lenders Securities are outstanding, the Company shall not pledge, mortgage, hypothecate or permit to exist any mortgage, pledge or other lien upon any property or assets at any time directly owned by the Company to secure any Indebtedness, without making effective provisions whereby the Securities shall be equally and ratably secured with any Agent under and all such Indebtedness and with any other Indebtedness similarly entitled to be equally and ratably secured; provided however, that this Section 2.6(a) shall not apply to or prevent the Loan Documents;creation or exis tence of: (i) liens existing on the Rating Event Date; (ii) purchase money liens which do not exceed the cost or value of the purchased property or assets; (iii) liens not to exceed 10% of Consolidated Net Tangible Assets; and (iv) liens on property or assets granted in connection with extending, renewing, replacing or refinancing in whole or in part the Indebtedness (including, without limitation, increasing the principal amount of such Indebtedness) secured by liens described in the foregoing clauses (i) through (iii), provided that the liens in connection with any such extension, renewal, replacement or refinancing will be limited to the specific property or assets that was subject to the original lien.
(b) Liens In the event that the Company shall propose to pledge, xxxx xxxx or hypothecate or permit to exist any pledge, mortgage or other lien upon any property or assets at any time directly owned by it to secure taxesany Indebtedness, assessments other than as permitted by clauses (i) through (iv) of subsection (a) above, the Company shall give prior written notice thereof to the Trustee and other government charges in respect of obligations not overdue the Company will, prior to or being contested in good faith simultaneously with such pledge, mortgage or Liens on properties to hypothecation, effectively secure claims for labor, material or supplies in respect of obligations not overdue;all the Securities equally and ratably with such Indebtedness.
(c) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing The provisions of this §10.2 so long as Section 2.6 shall not restrict the fair market value ability of the assets encumbered by such Liens does not exceed $40,000,000 Company's Subsidiaries and Affiliates to pledge, mortgage, hypothecate or permit to exist any mortgage, pledge or lien upon their property or assets, in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) connec tion with project financings or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government Grantsotherwise.
Appears in 1 contract
Restrictions on Liens. Each Neither the Borrower will not, and will not permit any of nor its Restricted Subsidiaries to, shall (iA) create or incur or suffer to be created or incurred or to exist any Lien Lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of their property its Property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iiB) transfer any of such property Property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiiC) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title title-retention or purchase purchase-money security agreement, device or arrangement; or (ivD) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower or (E) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; and shall not permit any of its Restricted Subsidiaries to do any of the foregoing; provided that the Borrower or any Subsidiary may create or incur or suffer to be created or incurred or to exist:exist the following (collectively, "Permitted Liens"):
(a) Liens in favor of any Agent for the benefit of the Lenders and any Agent under the Loan Documents;
(b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties Properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(cb) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, worker's compensation and unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(ec) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(fd) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of of:
(i) easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s Liens 's liens under leases to which any of the Borrowers Borrower or any of their Restricted its Subsidiaries is a party, and other minor Liens liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such the Borrower and or any of its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect Material Adverse Effect on the business of the Borrower or any of its Subsidiaries, and
(ii) with respect to Real Estate mortgage (or deed of trust) Liens (collectively, "Mortgage Liens") to secure the payment of Indebtedness permitted to be incurred under Section 7.01(f)(i); provided that
(A) the amount secured by any Mortgage Lien shall not exceed the sum of (1) the acquisition cost of the Real Estate acquired by the Borrower or any of its Subsidiaries and (2) the cost of any improvements constructed thereon; and
(B) the Borrower or such Subsidiary shall simultaneously with the acquisition of the Real Estate in question either:
(1) grant to the Collateral Agent a second mortgage (or deed of trust), in form and substance satisfactory to the Required Lenders, subordinate only to the Mortgage Lien, and securing the obligations of the Borrower and its Subsidiaries owing to lenders that are parties to the Intercreditor Agreement, or
(2) cause the lender in whose favor the Mortgage Lien is to be made to execute and deliver to the Collateral Agent an option to purchase the Mortgage Lien, substantially in the form of Exhibit F;
(e) Liens in favor of the Collateral Agent for the benefit of the lenders and agents parties to the Intercreditor Agreement securing the obligations permitted to be secured under the Intercreditor Agreement;
(f) deposits to secure the performance of bids, trade contracts (other than in respect of Indebtedness for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds, and other obligations of a like nature incurred in the ordinary course of business (including, without limitation, letters of credit issued for the account of the Borrower or its Subsidiaries to support any of the Borrowers individually or of foregoing and the Borrowers and their Restricted Subsidiaries on a consolidated basisreimbursement obligations related thereto) not to exceed in the aggregate at any one time $5,000,000;
(g) Liens existing on FCC Licenses and proceeds of the Closing Date and listed on Schedule 10.2 hereto and any extensions sale or renewals other disposition thereof provided that in favor of the principal amount secured thereby is not thereafter increased and no additional assets become subject FCC securing FCC Debt owing by License Subsidiaries permitted pursuant to such Lien;Section 7.01(e); and
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase Liens securing purchase-money Indebtedness of the type and amount permitted by §10.1(funder Section 7.01(f)(i) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(iii) Liens consisting of deposits owing to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse a Person that is not a party to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q)Intercreditor Agreement; provided that such Liens are subordinated cover only the property acquired with the proceeds of such Indebtedness and the proceeds of such property to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to extent the Administrative Agent applicable Uniform Commercial Code provides for the automatic perfection of a security interest in such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government Grantsproceeds.
Appears in 1 contract
Samples: Loan Agreement (Omnipoint Corp \De\)
Restrictions on Liens. Each Borrower None of the Borrowers or Excluded Subsidiaries will not, and will not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, negative pledge, charge, restriction or other security interest of any kind upon any of their property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and or sell, assign, pledge or otherwise transfer any of its Restricted Subsidiaries may create accounts, contract rights, general intangibles or incur chattel paper, with or suffer to be created or incurred or to exist:without recourse, except as follows (the “Permitted Liens”):
(a) Liens on property to secure Indebtedness permitted under §8.1(e) hereof, provided that such Liens (i) shall encumber only the specific equipment being financed or leased, (ii) shall not exceed the fair market value thereof and (iii) shall not encumber property with an aggregate value in favor excess of any Agent for the benefit of the Lenders and any Agent under the Loan Documents$30,000,000;
(b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue and government liens in existence less than 90 days from the date of creation thereof to secure taxes, assessments, charges, levies or claims being contested in good faith by appropriate proceedings if the Borrower shall have set aside on its books adequate reserves with respect thereto;
(c) deposits Deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on propertiesliens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(fe) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property Real Property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries Borrower is a party, and other minor Liens liens or encumbrances none of which in the opinion of such the respective Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted SubsidiariesBorrower, which defects do not individually or in the aggregate have a materially material adverse effect on the business of any of the Borrowers such Borrower individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(gf) Liens existing on as of the Closing Date date hereof securing Indebtedness permitted under §8.1(c) hereof and listed on Schedule 10.2 hereto and any extensions or renewals thereof 8.2(f) hereto;
(g) Liens granted pursuant to the Security Documents to secure the Obligations (provided that secured Obligations hereunder with respect to Fuel Derivatives Obligations with Lenders shall not exceed $10,000,000 in the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;aggregate); and
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
Liens granted (i) Liens consisting on the Capital Stock of deposits Xxxxxxxx to secure the Indebtedness permitted under §8.1(n)(i) and the contingent royalty payment obligations of the Parent under the Xxxxxxxx Purchase Agreement; provided that such Liens shall be subordinated and second in priority to the Administrative Agent’s first priority Liens on such Capital Stock pursuant to the provisions of the Collateral Pledge Agreement attached as Exhibit E to the Xxxxxxxx Purchase Agreement and a Subordination Agreement in the form of Exhibit E to the Existing Credit Agreement, with such changes as the Administrative Agent has previously approved, (ii) on the Capital Stock of Xxxxx Enterprises, LLC or the Borrower exercising the option under the Xxxxxxxx Option Agreement and securing the Indebtedness permitted under §8.1(n)(ii) and the contingent royalty payment obligations of such Borrower under the Xxxxxxxx Option Agreement, and (iii) on landfills acquired by §10.1(ja Borrower securing the landfill royalty payment obligations of such Borrower so long as the Administrative Agent shall have been granted a first mortgage on such landfills; provided, that, in the case of each of clause (ii) hereof;
and (jiii) above, such Liens shall be subordinated and second in priority to the Administrative Agent’s first priority Liens on the Capital Stock of any Unrestricted Subsidiary so long or landfills, as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower onlyapplicable, any Lien arising under clause 18 of the general on terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions satisfactory in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided all respects to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government Grants.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Casella Waste Systems Inc)
Restrictions on Liens. Each Borrower will notCreate, and will not permit any of its Restricted Subsidiaries toincur, (i) create or incur assume or suffer to be created or incurred or to exist any Lien upon or with respect to any of their property or assets of any character (real or personal, tangible or intangible, including, without limitation, the Property), whether now owned or hereafter acquired, or upon sell the income or profits therefrom; (ii) transfer any of such property Property or assets subject to an understanding or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, contingent or otherwise, be given to repurchase the Property or assets (including sales of accounts receivable with recourse) or assign any priority right to receive income or preference whatsoever over its general creditors; provided that such Borrower and permit the filing of any financing statement under the UCC or any other similar notice of its Restricted Subsidiaries may Lien under any similar recording or notice statute, or grant rights with respect to, or otherwise encumber or create a security interest in, the Property or incur assets (including, without limitation, any item of Collateral) or any portion thereof or any other revenues therefrom or the proceeds payable upon the sale, transfer or other disposition of the Property or asset or any portion thereof, or permit or suffer any such action to be taken, except the following (singly and collectively, “Permitted Liens”):
8.2.1 Liens created or incurred or to exist:
(a) Liens in favor of any Agent for the benefit of the Lenders and any Agent under by the Loan Documents;
(b) 8.2.2 Liens to secure for taxes, assessments and or other government governmental charges in respect of obligations not overdue yet delinquent or which are being diligently contested in good faith or Liens on properties to secure claims for laborand by appropriate proceedings, material or supplies if (x) reasonable reserves in respect of obligations an amount not overdue;
(c) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on Real Estate owned tax, assessment or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property governmental charge being so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent contested shall have received evidence been established in a manner reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
First Union Lender or deposited in cash (oor cash equivalents) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant the First Union Lender to §10.1(q); provided that such Liens are subordinated to be held during the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent pendency of such subordination contest, or such contested amount shall have been provided duly bonded in accordance with applicable law, (y) no risk of sale, forfeiture or loss of any interest in the Property or the Collateral or any part thereof arises during the pendency of such contest and (z) such contest does not have and could not reasonably be expected to the Administrative Agent; andhave a Material Adverse Effect;
(p) 8.2.3 Liens granted in respect of property or assets imposed by law, which were incurred in the ordinary course of business and do not secure Debt, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in connection with Government Grantsthe ordinary course of business, and (x) which do not in the aggregate materially detract from the value of any property or assets or have, and could not reasonably be expected to have, a Material Adverse Effect or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien;
8.2.4 Liens existing as of the Loan Advance Date in favor of the holders of the Existing Senior Loans; and
8.2.5 Liens created by Debt permitted by Section 8.4 hereof.
Appears in 1 contract
Samples: Omnibus Agreement (First Union Real Estate Equity & Mortgage Investments)
Restrictions on Liens. Each The Borrower will not, and will not permit cause, --------------------- permit, or suffer any of its Restricted Subsidiaries to, (ia) create or incur incur, or cause, permit, or suffer to be created or incurred or to exist exist, any Lien upon any of their its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device device, or arrangement; or (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it for a period of time such that if unpaid might the same by law Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority or preference whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a sale permitted under Section 7.1 or an Investment permitted under Section 7.5; provided that such the Borrower and any Subsidiary of its Restricted Subsidiaries the Borrower may create or incur incur, or cause, permit, or suffer to be created or incurred or to exist:
(ai) Liens in favor of any Agent for the benefit of the Lenders and any Agent under the Loan Documents;
(b) Liens imposed by Government Mandate to secure taxes, assessments assessments, and other government charges in respect of obligations not overdue or which are being contested in good faith or accordance with Section 6.8;
(ii) statutory Liens on properties to secure claims for laborof carriers, material or supplies warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens, in each case in respect of 44 obligations not overdueoverdue or which are being contested in accordance with Section 6.8 and for which a bond has been issued;
(ciii) pledges or deposits or pledges made in connection with, or to secure payment of, workmen’s workers' compensation, unemployment insurance, old age pensions pensions, or other social security obligations;
(div) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and property, defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances Liens, provided, (A) -------- none of which such Liens in the reasonable opinion of such the Borrower interferes materially with the use of the affected property affected in the ordinary conduct of the business of such the Borrower and its Restricted Subsidiaries, which defects do not and (B) such Liens individually or in the aggregate do not have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basisMaterial Effect;
(gv) the rights and interests of landlords and lessors under leases of Real Estate leased by the Borrower or one of its Subsidiaries, as lessee;
(vi) presently outstanding Liens existing on the Closing Date and listed on Schedule 10.2 hereto and 7.3, and, so ------------ long as no Default or Event of Default exists, Liens securing any extensions refinancing, replacement or renewals thereof substitution of Indebtedness secured by such Liens, provided that there is no increase in the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted secured by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value scope of such Liens is not increased;
(vii) Liens in favor of either the Borrower or a Subsidiary of the Borrower on all or part of the assets encumbered of any Subsidiary of the Borrower securing Indebtedness owing by such Liens does not exceed $40,000,000 in Subsidiary to the aggregateBorrower or such other Subsidiary, as the case may be;
(lviii) any Dutch law conservatory attachment (conservatoir beslag);
(m) Liens on interests of the Borrower or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Borrower or its Subsidiaries of their obligations in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) such partnership or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agentjoint venture; and
(pix) Liens granted on Class C Limited Partner Units of the Borrower in favor of the holders of the OGI Exchangeable Debt; and
(x) Liens securing obligations of the Borrower or any of its Subsidiaries (other than for borrowed money) in an amount not to exceed, in the ordinary course aggregate at any time outstanding, the Material Amount; and
(xi) any judgment lien that is not an Event of business in connection with Government GrantsDefault under Section 10.1(j).
Appears in 1 contract
Samples: Long Term Credit Agreement (Pimco Advisors Holdings Lp)
Restrictions on Liens. Each The Borrower will not, and will not permit cause, --------------------- permit, or suffer any of its Restricted Subsidiaries to, (ia) create or incur incur, or cause, permit, or suffer to be created or incurred or to exist exist, any Lien upon any of their its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device device, or arrangement; or (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it for a period of time such that if unpaid might the same by law Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority or preference whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a sale permitted under Section 7.1 or an Investment permitted under Section 7.5; provided that such the Borrower and any Subsidiary of its Restricted Subsidiaries the Borrower may create or incur incur, or cause, permit, or suffer to be created or incurred or to exist:
(ai) Liens in favor of any Agent for the benefit of the Lenders and any Agent under the Loan Documents;
(b) Liens imposed by Government Mandate to secure taxes, assessments assessments, and other government charges in respect of obligations not overdue or which are being contested in good faith or accordance with Section 6.8;
(ii) statutory Liens on properties to secure claims for laborof carriers, material or supplies warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens, in each case in respect of obligations not overdueoverdue or which are being contested in accordance with Section 6.8 and for which a bond has been issued;
(ciii) pledges or deposits or pledges made in connection with, or to secure payment of, workmen’s workers' compensation, unemployment insurance, old age pensions pensions, or other social security obligations;
(div) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and property, defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances Liens, provided, (A) none of which such Liens in the reasonable opinion of such -------- the Borrower interferes materially with the use of the affected property affected in the ordinary conduct of the business of such the Borrower and its Restricted Subsidiaries, which defects do not and (B) such Liens individually or in the aggregate do not have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basisMaterial Effect;
(gv) the rights and interests of landlords and lessors under leases of Real Estate leased by the Borrower or one of its Subsidiaries, as lessee;
(vi) presently outstanding Liens existing on the Closing Date and listed on Schedule 10.2 hereto and 7.3, and, so ------------ long as no Default or Event of Default exists, Liens securing any extensions refinancing, replacement or renewals thereof substitution of Indebtedness secured by such Liens, provided that there is no increase in the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted secured by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value scope of such Liens is not increased;
(vii) Liens in favor of either the Borrower or a Subsidiary of the Borrower on all or part of the assets encumbered of any Subsidiary of the Borrower securing Indebtedness owing by such Liens does not exceed $40,000,000 in Subsidiary to the aggregateBorrower or such other Subsidiary, as the case may be;
(lviii) any Dutch law conservatory attachment (conservatoir beslag);
(m) Liens on interests of the Borrower or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Borrower or its Subsidiaries of their obligations in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) such partnership or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agentjoint venture; and
(pix) Liens granted on Class C Limited Partner Units of the Borrower in favor of the holders of the OGI Exchangeable Debt; and
(x) Liens securing obligations of the Borrower or any of its Subsidiaries (other than for borrowed money) in an amount not to exceed, in the ordinary course aggregate at any time outstanding, the Material Amount; and
(xi) any judgment lien that is not an Event of business in connection with Government GrantsDefault under Section 10.1(j).
Appears in 1 contract
Samples: Short Term Credit Agreement (Pimco Advisors Holdings Lp)
Restrictions on Liens. Each Borrower will notThe Company shall not pledge, mortgage or hypothecate, or permit to exist, and will shall not cause, suffer or permit any Restricted Subsidiary to pledge, mortgage or hypothecate, or permit to exist, except in favor of its the Company or any Restricted Subsidiaries toSubsidiary, any mortgage, pledge, lien or other encumbrance (icollectively, a "lien" or "liens") create upon, any Principal Property at any time owned by it or incur a Restricted Subsidiary, to secure any indebtedness, without making effective provisions whereby the Notes shall be equally and ratably secured with or suffer prior to any and all such indebtedness and any other indebtedness similarly entitled to be created equally and ratably secured; provided, however, that this provision shall not apply to or incurred prevent the -------- ------- creation or to exist any Lien upon any of their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to existexistence of:
(a) Liens in favor of any Agent for the benefit of the Lenders undetermined or inchoate liens and any Agent under the Loan Documentscharges incidental to construction, maintenance, development or operation;
(b) Liens to secure taxes, the lien of taxes and assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overduethe then current year;
(c) deposits the lien of taxes and assessments not at the time delinquent;
(d) the lien of specified taxes and assessments which are delinquent but the validity of which is being contested at the time by the Company or pledges made such Restricted Subsidiary in good faith and by appropriate proceedings;
(e) the lien reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates;
(f) any obligations or duties, affecting the property of the Company or such Restricted Subsidiary, to any municipality or public authority with respect to any franchise, grant, license, permit or similar arrangement;
(g) the liens of any judgments or attachment in an aggregate amount not in excess of $10,000,000, or the lien of any judgment or attachment the execution or enforcement of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond;
(h) any lien on any property held or used by the Company or a Restricted Subsidiary in connection with the exploration for, development of or production of oil, gas, natural gas (including liquefied gas and storage gas), other hydrocarbons, helium, coal, metals, minerals, steam, timber, geothermal or other natural resources or synthetic fuels, such properties to include, but not be limited to, the Company's or a Restricted Subsidiary's interest in any mineral fee interests, oil, gas or other mineral leases, royalty, overriding royalty or net profits interests, production payments and other similar interests, wellhead production equipment, tanks, field gathering lines, leasehold or field separation and processing facilities, compression facilities and other similar personal property and fixtures;
(i) any lien on oil, gas, natural gas (including liquefied gas and storage gas), other hydrocarbons, helium, coal, metals, minerals, steam, timber, geothermal or other natural resources or synthetic fuels produced or recovered from any property, an interest in which is owned or leased by the Company or a Restricted Subsidiary;
(j) liens upon any property heretofore or hereafter acquired, constructed or improved, created at the time of acquisition or within one year thereafter to secure all or a portion of the purchase price thereof or the cost of such construction or improvement, or existing thereon at the date of acquisition, whether or not assumed by the Company or a Restricted Subsidiary, provided that every such lien shall apply only to the property so acquired or constructed and fixed improvements thereon;
(k) any extension, renewal or refunding, in whole or in part, of any lien permitted by subparagraph (j) above, if limited to the same property or any portion thereof subject to, and securing not more than the amount secured by, the lien extended, renewed or refunded;
(l) liens upon any property heretofore or hereafter acquired by any corporation that is or becomes a Restricted Subsidiary after the date hereof ("Acquired Entity") provided that every such lien (1) shall either (A) exist prior to the time the Acquired Entity becomes a Restricted Subsidiary or (B) be created at the time the Acquired Entity becomes a Restricted Subsidiary or within one year thereafter to secure all or a portion of the acquisition price thereof and (2) shall only apply to those properties owned by the Acquired Entity at the time it becomes a Restricted Subsidiary or thereafter acquired by it from sources other than the Company or any other Restricted Subsidiary;
(m) the pledge of current assets, in the ordinary course of business, to secure current liabilities;
(n) mechanics' or materialmen's liens, any liens or charges arising by reason of pledges or deposits to secure payment of workmen's compensation or other insurance, good faith deposits in connection with tenders, leases of real estate, bids or contracts (other than contracts for the payment of money), deposits to secure duties or public or statutory obligations, deposits to secure, or in lieu of, surety, stay or appeal bonds, and deposits as security for the payment of taxes or assessments or similar charges;
(o) any lien 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 regulation for any purpose at any time in connection with the financing of the acquisition or construction of property to secure payment ofbe used in the business of the Company or a Restricted Subsidiary or as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Company or a Restricted Subsidiary to maintain self-insurance or to participate in any funds established to cover any insurance risks or in connection with workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligationssecurity, or to share in the privileges or benefits required for companies participating in such arrangements;
(dp) Liens on properties in respect any lien of judgments or awardsupon any office equipment, the Indebtedness with respect to which is permitted by §10.1(cdata processing equipment (including, without limitation, computer and computer peripheral equipment), or transportation equipment (including, without limitation, motor vehicles, tractors, trailers, marine vessels, barges, towboats, rolling stock and aircraft);
(eq) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred lien created or assumed by the Company or a Restricted Subsidiary in connection with the acquisition issuance of debt securities, the interest on which is excludable from gross income of the holder of such propertysecurity pursuant to the Internal Revenue Code, which security interests as amended, for the purposes of financing, in whole or mortgages cover only in part, the real acquisition or personal construction of property so acquired;to be used by the Company or a Restricted Subsidiary; or
(ir) Liens consisting the pledge or assignment of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on accounts receivable, or the Capital Stock pledge or assignment of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers conditional sales contracts or chattel mortgages and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions evidences of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower onlyindebtedness secured thereby, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) received in connection with the Australian Acquisition; provided that sale by the Administrative Agent Company or such Restricted Subsidiary or others of goods or merchandise to customers of the Company or such Restricted Subsidiary. In case the Company or any Restricted Subsidiary shall have received evidence reasonably propose to pledge, mortgage, or hypothecate any Principal Property at any time owned by it to secure any indebtedness, other than as permitted by subdivision (a) to (r), inclusive, of this Section 303, the Company shall prior thereto give written notice thereof to the Trustee, and the Company shall or shall cause such Restricted Subsidiary to, prior to or simultaneously with such pledge, mortgage or hypothecation, by supplemental indenture executed to the Trustee (or to the extent legally necessary to another trustee or additional or separate trustee), in form satisfactory to the Administrative Agent that Trustee, effectively secure all the Notes equally and ratably with, or prior to, such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government Grantsindebtedness.
Appears in 1 contract
Samples: Supplemental Indenture (Reliant Energy Resources Corp)
Restrictions on Liens. Each Borrower will not, and will not permit None of the Borrowers nor any of its Restricted their Subsidiaries to, (i) will create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of their property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and or sell, assign, pledge or otherwise transfer any of its Restricted Subsidiaries may create accounts, contract rights, general intangibles or incur chattel paper, with or suffer to be created or incurred or to exist:without recourse, EXCEPT as follows (the "Permitted Liens"):
(a) Liens securing Indebtedness permitted by section 7.1(e) incurred in favor connection with the lease or acquisition of any Agent for property or fixed assets useful or intended to be used in carrying on the benefit business of the Lenders Borrowers, provided that such Liens shall encumber only the property or assets so acquired and any Agent under shall not exceed the Loan Documents;fair market value thereof.
(b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(c) deposits Deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(csection 7.1(b);
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on propertiesliens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s Liens 's liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries Borrower is a party, and other minor Liens liens or encumbrances none of which in the opinion of such the respective Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted SubsidiariesBorrower, which defects do not individually or in the aggregate have a materially material adverse effect on the business of any of the Borrowers such Borrower individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse granted pursuant to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government GrantsSecurity Documents.
Appears in 1 contract
Restrictions on Liens. Each Neither the Borrower will not, and will not permit any of nor its Restricted Subsidiaries to, shall (iA) create or incur or suffer to be created or incurred or to exist any Lien Lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of their property its Property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iiB) transfer any of such property Property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiiC) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title title-retention or purchase purchase-money security agreement, device or arrangement; or (ivD) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower or (E) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; and shall not permit any of its Restricted Subsidiaries to do any of the foregoing; provided that the Borrower or any Subsidiary may create or incur or suffer to be created or incurred or to exist:exist the following (collectively, "Permitted Liens"):
(a) Liens in favor of any Agent for the benefit of the Lenders and any Agent under the Loan Documents;
(b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties Properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(cb) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, worker's compensation and unemployment insurance, old age pensions or other social security obligations;; --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(ec) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(fd) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of of:
(i) easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s Liens 's liens under leases to which any of the Borrowers Borrower or any of their Restricted its Subsidiaries is a party, and other minor Liens liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such the Borrower and or any of its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect Material Adverse Effect on the business of the Borrower or any of its Subsidiaries, and
(ii) with respect to Real Estate mortgage (or deed of trust) Liens (collectively, "Mortgage Liens") to secure the payment of Indebtedness permitted to be incurred under Section 7.01(f)(i); provided that
(A) the amount secured by any Mortgage Lien shall not exceed the sum of (1) the acquisition cost of the Real Estate acquired by the Borrower or any of its Subsidiaries and (2) the cost of any improvements constructed thereon; and
(B) the Borrower or such Subsidiary shall simultaneously with the acquisition of the Real Estate in question either:
(1) grant to the Collateral Agent a second mortgage (or deed of trust), in form and substance satisfactory to the Required Lenders, subordinate only to the Mortgage Lien, and securing the obligations of the Borrower and its Subsidiaries owing to lenders that are parties to the Intercreditor Agreement, or
(2) cause the lender in whose favor the Mortgage Lien is to be made to execute and deliver to the Collateral Agent an option to purchase the Mortgage Lien, substantially in the form of Exhibit F;
(e) Liens in favor of the Collateral Agent for the benefit of the lenders and agents parties to the Intercreditor Agreement securing the obligations permitted to be secured under the Intercreditor Agreement;
(f) deposits to secure the performance of bids, trade contracts (other than in respect of Indebtedness for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds, and other obligations of a like nature incurred in the ordinary course of business (including, without limitation, letters of credit issued for the account of the Borrower or its Subsidiaries to support any of the Borrowers individually or of foregoing and the Borrowers and their Restricted Subsidiaries on a consolidated basisreimbursement obligations related thereto) not to exceed in the aggregate at any one time $5,000,000;
(g) Liens existing on FCC Licenses and proceeds of the Closing Date and listed on Schedule 10.2 hereto and any extensions sale or renewals other disposition thereof provided that in favor of the principal amount secured thereby is not thereafter increased and no additional assets become subject FCC securing FCC Debt owing by License Subsidiaries permitted pursuant to such Lien;Section 7.01(e); and
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase Liens securing purchase-money Indebtedness of the type and amount permitted by §10.1(funder Section 7.01(f)(i) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(iii) Liens consisting of deposits owing to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse a Person that is not a party to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q)Intercreditor Agreement; provided that such Liens are subordinated cover only the property acquired with the proceeds of such Indebtedness and the proceeds of such property to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to extent the Administrative Agent applicable Uniform Commercial Code provides for the automatic perfection of a security interest in such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government Grantsproceeds.
Appears in 1 contract
Samples: Loan Agreement (Omnipoint Corp \De\)
Restrictions on Liens. Each The Borrower will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, (i) create or incur create, incur, assume or suffer to be created or incurred or to exist any Lien upon any of their its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to existexcept:
(a) Liens in favor of any Agent for existing on the benefit of date hereof securing Debt outstanding on the Lenders and any Agent under the Loan Documentsdate hereof;
(b) Liens incidental to secure taxes, assessments the conduct of its business or the ownership of its properties and other government charges assets which were not incurred in respect connection with the borrowing of obligations money or the obtaining of advances or credit or the incurrence of Derivatives Obligations and which do not overdue materially detract from the value of its property or being contested assets or materially impair the use thereof in good faith or Liens on properties to secure claims for labor, material or supplies in respect the operation of obligations not overdueits business;
(c) deposits any Lien on any asset securing Debt incurred or pledges made in connection withassumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligationswithin 180 days after the acquisition thereof;
(d) Liens on properties incurred in respect connection with Guarantees of judgments bonds, notes or awardsother similar obligations of a state, city, town or other governmental agency or entity which obligations are issued in order to finance property used or to be used by the Indebtedness Borrower or any Subsidiary, and Liens incurred in connection with respect the acquisition of, or improvements to, real estate; provided, however, that no such Lien shall extend to which is permitted by §10.1(c)or cover any property other than the property so acquired or improved;
(e) Liens any Lien existing on any assets of carriersany corporation or other entity at the time it becomes a Subsidiary and not created in contemplation of such corporation becoming a Subsidiary, warehousemenor existing on any assets acquired by the Borrower or any Subsidiary through purchase, mechanics merger, consolidation, or otherwise and materialmennot created in contemplation of such purchase, and merger, consolidation or other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
transaction; (f) encumbrances on Real Estate owned any Lien resulting from any order of attachment, distraint or leased by any other legal process arising out of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 judicial proceedings so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregateexecution or other enforcement thereof is effectively stayed;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government Grants.
Appears in 1 contract
Restrictions on Liens. Each Borrower will not, and will shall not permit any of its Restricted Subsidiaries to, (iA) create or incur or suffer to be created or incurred or to exist any Lien Lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of their property its Property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iiB) transfer any of such property Property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiiC) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (ivD) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; or (E) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that such Borrower and any of its Restricted Subsidiaries may create or -------- incur or suffer to be created or incurred or to exist:exist (collectively "Permitted Liens"):
(a) a. Liens in favor of securing any Agent and all other vendor financing for the benefit supply and installation of equipment to be used in the New York PCS Network to be supplied by third party nonaffiliated suppliers for amounts not in excess of the Lenders fair value of the property being acquired and related services associated with the equipment (and the refinancing and refunding of such Indebtedness, so long as such refinancing and refunding is done through nonaffiliated third parties) provided that, with respect to any Agent under nonaffiliated Person who has not ------------- signed an Intercreditor Agreement prior to obtaining such Lien, the Loan Documents;
amount secured by such Liens by all such nonaffiliated Persons pursuant to (S)(S)8.2(a) and (b) hereof shall not exceed in the aggregate at any one time $5,000,000;
b. Liens securing purchase money Indebtedness permitted under (S)8.1(c) above, provided that such Liens cover only the property so acquired ------------- and for amounts not in excess of the fair value of the property being acquired (and the refinancing and refunding of such Indebtedness, so long as such refinancing and refunding is done through nonaffiliated third parties) provided -------- that, with respect to any nonaffiliated Person who has not signed an ---- Intercreditor Agreement prior to obtaining such Lien, the amount secured by such Liens by all such nonaffiliated Persons pursuant to (S)(S)8.2(a) and (b) hereof shall not exceed in the aggregate at any one time $5,000,000;
c. Liens securing Indebtedness incurred, and the proceeds of which are used to pay (i) Tranche C Loans, in whole or in part, (ii) up to $15,000,000 of Tranche C Loans due under the Ericsson Loan Agreement and (iii) the portion of Tranche A Loans drawn under the Ericsson Loan Agreement, the proceeds of which were used to pay interest due under the Ericsson Loan Agreement provided -------- that, the maturity date of any such Indebtedness shall not occur earlier ----- than the Tranche A and B Commitment Termination Date (and the refinancing and refunding of such Indebtedness, so long as such refinancing and refunding is done through nonaffiliated third parties);
d. Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties Properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(c) e. deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(e) f. Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) g. encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of of:
(I) easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s Liens 's liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries such Borrower is a party, and other minor Liens liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted SubsidiariesBorrower, which defects do not individually or in the aggregate have a materially adverse effect Material Adverse Effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(pII) Liens granted in mortgage (or deed of trust) liens (collectively "Mortgage Liens") to secure the ordinary course payment of business in connection with Government Grants.borrowed money to acquire Real Estate, provided (i) the amount secured by any Mortgage Lien shall not exceed the sum of (w) the acquisition cost of the Real Estate acquired by Borrower and (x) the cost of any improvements constructed thereon; and
Appears in 1 contract
Samples: Loan Agreement (Omnipoint Corp \De\)
Restrictions on Liens. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist:
(a) Liens in favor of any Agent for the benefit of the Lenders and any Agent under the Loan Documents;
(b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(c) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) ), incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 securing Indebtedness permitted by §10.1(m) so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 25,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);; and
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government Grants.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Restrictions on Liens. Each Borrower will notThe Company shall not pledge, mortgage or hypothecate, or permit to exist, and will shall not cause, suffer or permit any Restricted Subsidiary to pledge, mortgage or hypothecate, or permit to exist, except in favor of its the Company or any Restricted Subsidiaries toSubsidiary, any mortgage, pledge, lien or other encumbrance (icollectively, a "lien" or "liens") create upon, any Principal Property at any time owned by it or incur a Restricted Subsidiary, to secure any indebtedness, without making effective provisions whereby the TERMS shall be equally and ratably secured with or suffer prior to any and all such indebtedness and any other indebtedness similarly entitled to be created equally and ratably secured; provided, however, that this provision shall not apply to or incurred prevent the creation or to exist any Lien upon any of their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to existexistence of:
(a) Liens in favor of any Agent for the benefit of the Lenders undetermined or inchoate liens and any Agent under the Loan Documentscharges incidental to construction, maintenance, development or operation;
(b) Liens to secure taxes, the lien of taxes and assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overduethe then current year;
(c) deposits the lien of taxes and assessments not at the time delinquent;
(d) the lien of specified taxes and assessments which are delinquent but the validity of which is being contested at the time by the Company or pledges made such Restricted Subsidiary in good faith and by appropriate proceedings;
(e) the lien reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates;
(f) any obligations or duties, affecting the property of the Company or such Restricted Subsidiary, to any municipality or public authority with respect to any franchise, grant, license, permit or similar arrangement;
(g) the liens of any judgments or attachment in an aggregate amount not in excess of $10,000,000, or the lien of any judgment or attachment the execution or enforcement of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond;
(h) any lien on any property held or used by the Company or a Restricted Subsidiary in connection with the exploration for, development of or production of oil, gas, natural gas (including liquefied gas and storage gas), other hydrocarbons, helium, coal, metals, minerals, steam, timber, geothermal or other natural resources or synthetic fuels, such properties to include, but not be limited to the Company's or a Restricted Subsidiary's interest in any mineral fee interests, oil, gas or other mineral leases, royalty, overriding royalty or net profits interests, production payments and other similar interests, wellhead production equipment, tanks, field gathering lines, leasehold or field separation and processing facilities, compression facilities and other similar personal property and fixtures;
(i) any lien on oil, gas, natural gas (including liquefied gas and storage gas), and other hydrocarbons, helium, coal, metals, minerals, steam, timber, geothermal or other natural resources or synthetic fuels produced or recovered from any property, an interest in which is owned or leased by the Company or a Restricted Subsidiary;
(j) liens upon any property heretofore or hereafter acquired, constructed or improved, created at the time of acquisition or within one year thereafter to secure all or a portion of the purchase price thereof or the cost of such construction or improvement, or existing thereon at the date of acquisition, whether or not assumed by the Company or a Restricted Subsidiary, provided that every such lien shall apply only to the property so acquired or constructed and fixed improvements thereon;
(k) any extension, renewal or refunding, in whole or in part, of any lien permitted by subparagraph (j) above, if limited to the same property or any portion thereof subject to, and securing not more than the amount secured by, the lien extended, renewed or refunded;
(l) liens upon any property heretofore or hereafter acquired by any corporation that is or becomes a Restricted Subsidiary after the date hereof ("Acquired Entity") provided that every such lien (1) shall either (A) exist prior to the time the Acquired Entity becomes a Restricted Subsidiary or (B) be created at the time the Acquired Entity becomes a Restricted Subsidiary or within one year thereafter to secure all or a portion of the acquisition price thereof and (2) shall only apply to those properties owned by the Acquired Entity at the time it becomes a Restricted Subsidiary or thereafter acquired by it from sources other than the Company or any other Restricted Subsidiary;
(m) the pledge of current assets, in the ordinary course of business, to secure current liabilities;
(n) mechanics' or materialmen's liens, any liens or charges arising by reason of pledges or deposits to secure payment of workmen's compensation or other insurance, good faith deposits in connection with tenders, leases of real estate, bids or contracts (other than contracts for the payment of money), deposits to secure duties or public or statutory obligations, deposits to secure, or in lieu of, surety, stay or appeal bonds, and deposits as security for the payment of taxes or assessments or similar charges;
(o) any lien 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 regulation for any purpose at any time in connection with the financing of the acquisition or construction of property to secure payment ofbe used in the business of the Company or a Restricted Subsidiary or as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Company or a Restricted Subsidiary to maintain self-insurance or to participate in any funds established to cover any insurance risks or in connection with workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligationssecurity, or to share in the privileges or benefits required for companies participating in such arrangements;
(dp) Liens on properties in respect any lien of judgments or awardsupon any office equipment, the Indebtedness with respect to which is permitted by §10.1(cdata processing equipment (including, without limitation, computer and computer peripheral equipment), or transportation equipment (including, without limitation, motor vehicles, tractors, trailers, marine vessels, barges, towboats, rolling stock and aircraft);
(eq) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred lien created or assumed by the Company or a Restricted Subsidiary in connection with the acquisition issuance of debt securities the interest on which is excludable from gross income of the holder of such propertysecurity pursuant to the Internal Revenue Code, which security interests as amended, for the purposes of financing, in whole or mortgages cover only in part, the real acquisition or personal construction of property so acquired;to be used by the Company or a Restricted Subsidiary; or
(ir) Liens consisting the pledge or assignment of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on accounts receivable, or the Capital Stock pledge or assignment of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers conditional sales contracts or chattel mortgages and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions evidences of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower onlyindebtedness secured thereby, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) received in connection with the Australian Acquisition; provided that sale by the Administrative Agent Company or such Restricted Subsidiary or others of goods or merchandise to customers of the Company or such Restricted Subsidiary. In case the Company or any Restricted Subsidiary shall have received evidence reasonably propose to pledge, mortgage, or hypothecate any Principal Property at any time owned by it to secure any indebtedness, other than as permitted by subdivision (a) to (r), inclusive, of this Section 603, the Company shall prior thereto give written notice thereof to the Trustee, and the Company shall or shall cause such Restricted Subsidiary to, prior to or simultaneously with such pledge, mortgage or hypothecation, by supplemental indenture executed to the Trustee (or to the extent legally necessary to another trustee or additional or separate trustee), in form satisfactory to the Administrative Agent that Trustee, effectively secure all the TERMS equally and ratably with, or prior to, such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government Grantsindebtedness.
Appears in 1 contract
Restrictions on Liens. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist:
(a) Liens in favor of any Agent for the benefit of the Lenders Lenders, the Hedge Banks, the Cash Management Banks and any Agent under the Loan Documents;
(b) Liens to secure taxes, assessments and other government charges for Taxes in respect of obligations not overdue yet due or that are being contested in good faith and by appropriate proceedings or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(c) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(e) Liens of carriers’, warehousemen’s, mechanics and mechanics’, materialmen’s, and repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on properties, the books of the applicable Person in existence less than 120 days from the date of creation thereof in respect of obligations not overdueaccordance with GAAP;
(f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases or subleases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Restatement Effective Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof thereof; provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests other Liens not included in or purchase money mortgages the other provisions of this §10.2 in respect of Indebtedness in an amount not to exceed at the time of incurrence thereof 10% of Consolidated Total Assets calculated on real or personal property acquired after the date hereof to secure purchase money Indebtedness a pro forma basis calculated as of the type and amount permitted by end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §10.1(f9.4(a) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired9.4(b) hereof;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof);
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included comprised of (i) any security or quasi-security arising under any retention of title, extended retention of title (verlängerter Eigentumsvorbehalt), or, in the foregoing provisions case of this §10.2 so long as an extended retention of title arrangement, receivables resulting from the fair market value sale of such; (ii) any Lien arising under the general terms and conditions of banks and Sparkassen (Allgemeine Geschäftsbedingungen der Banken und Sparkassen) or similar general terms and conditions of banks with whom any Loan Party maintains a banking relationship in the ordinary course of business; (iii) any landlord’s pledge (Vermieterpfandrecht) arising by operation of law under a lease in favour of the assets encumbered by such Liens does not exceed $40,000,000 relevant third party landlord; (iv) any security or quasi-security given in order to comply with the aggregaterequirements of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV); and (v) any security or quasi-security in respect of liabilities owed to a German intra-group lender in connection with any cash pooling arrangement;
(l) any Dutch law conservatory attachment Liens securing Indebtedness assumed or incurred in connection with a Permitted Acquisition pursuant to §10.1(k); provided that (conservatoir beslag)i) in the case of assumed Liens, such Liens are not created, incurred or assumed in anticipation of or in connection with such Permitted Acquisition, Minor Permitted Acquisition or other Investment, (ii) in the case of assumed Liens, such Liens are limited to all or part of the same property and other assets that secured such Indebtedness to which such Liens relate and (iii) in the case of Liens incurred in contemplation of a Permitted Acquisition such Liens cover only the real or personal property acquired in connection with such Permitted Acquisition;
(m) in respect of the European Borrower Borrowers only, any Lien arising under clause 18 24 or 25 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, Borrower (as security trustee) securing the intercompany loans originally provided by RP and the Australian Borrower, respectively, Borrower respectively to GWA (North) in connection with the Australian AcquisitionAcquisition and, after the Restatement Effective Date, provided by the Australian Borrower and Viper Line Pty Limited respectively to GWA (North); provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and;
(p) Liens granted in the ordinary course of business in connection with Government Grants;
(q) Liens provided for by one of the following transactions if the transaction does not, in substance, secure payment or performance of an obligation: (i) a transfer of an account or chattel paper, (ii) a commercial consignment or, (iii) a PPS lease (each as defined in the PPSA);
(r) Liens arising under conditional sale or other title retention arrangement or arrangements having similar effect in respect of goods supplied to any Borrower or any of its Restricted Subsidiaries in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any Borrower or any of its Restricted Subsidiaries;
(s) Liens on the Collateral securing (i) Permitted First Priority Refinancing Debt and Permitted First Lien Indebtedness, in each case, subject to the Pari Passu Intercreditor Agreement or (ii) Permitted Second Priority Refinancing Debt and Permitted Second Lien Indebtedness, in each case, subject to the Second Lien Intercreditor Agreement;
(t) every Lien or retention of title arrangement securing the unpaid balance of purchase money for property acquired in the ordinary course of ordinary business under an installment contract on the supplier’s standard terms where such unpaid balance is not yet due;
(u) every Lien arising solely by operation of the PPSA (Australia) in the proceeds of an asset which is the subject of a Lien or retention of title arrangement referred to in paragraph (r) of this §10.2 or any commingled product or mass of which it becomes part, where the obligation secured by that Lien is limited to the unpaid balance of the purchase money for the original asset and that unpaid balance is not yet due; and
(v) any Lien in relation to personal property (as defined in the PPSA (Australia) that is created or provided for by (i) a transfer of an “Account” or “Chattel Paper”; (ii) a “PPS Lease”; or (iii) a “Commercial Consignment”, (as each of those terms are defined in the PPSA (Australia)) that is not a security interest within the meaning of Section 12(1) of the PPSA (Australia).; and
(w) Liens on the assets of Aus JV and its Subsidiaries securing any Aus Local Financing. Notwithstanding the provisions of this §10.2, none of the preceding exceptions will apply to any Aus Intercompany Loan other than those set forth in clauses (a), (b), (d), (k) or (p).
Appears in 1 contract
Samples: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc)
Restrictions on Liens. Each The Borrower will not, and will cause its Subsidiaries not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of their property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and or sell, assign, pledge or otherwise transfer any of its Restricted Subsidiaries may create accounts, contract rights, general intangibles or incur chattel paper, with or suffer to be created or incurred or to exist:without recourse, except as follows (the "Permitted Liens"):
(a) Liens in favor of any Agent for the benefit of the Lenders and any Agent under the Loan Documentslisted on Schedule 8.2(a) hereto;
(b) Liens securing Indebtedness permitted by Section 8.1(b)(i) hereof; provided that the assets subject to such liens and security interests shall be limited to those contracts to which such guaranty, suretyship or indemnification obligations relate and the rights to payment thereunder;
(c) Liens securing Indebtedness permitted under Section Section 8.1(d) and (e) (provided that Liens created pursuant to a Permitted Receivables Transaction are only on the receivables (and related contract rights, general intangibles, and chattel paper) so transferred and securing only the obligations with respect thereto);
(d) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(ce) deposits Deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(df) Liens on properties in respect of judgments or awards, awards which have been in force for less than the Indebtedness with applicable period for taking an appeal so long as execution is not levied 58 52 thereunder or in respect to of which is permitted by §10.1(c)the Borrower (or any Subsidiary) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Borrower maintains adequate reserves;
(eg) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on propertiesliens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;, provided that such liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the Borrower (or any Subsidiary) in good faith by appropriate proceedings and if the Borrower shall have set aside on its books adequate reserves with respect thereto as required by GAAP and provided further that the Borrower (or any Subsidiary) will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien; and
(fh) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s Liens 's liens under leases to which any of the Borrowers Borrower or any of their Restricted Subsidiaries Subsidiary is a party, and other minor Liens liens or encumbrances none of which in the opinion of such the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such the Borrower and or any of its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially material adverse effect on the business of the Borrower or any of the Borrowers Subsidiary individually or of the Borrowers Borrower and their Restricted its Subsidiaries on a consolidated basis;
. The Borrower and the Guarantors covenant and agree that if any of them or any of their Subsidiaries shall create or assume any lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (g) Liens existing on unless prior written consent shall have been obtained from the Closing Date Banks), the Borrower and listed on Schedule 10.2 hereto the Guarantors will make or cause to be made effective provision whereby the Obligations and their respective Guaranteed Obligations will be secured by such lien equally and ratably with any extensions or renewals thereof provided that the principal amount and all other Indebtedness thereby secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to other Indebtedness shall be so secured; provided, that the Borrowers covenants of the Borrower and their Restricted Subsidiaries;
(k) other Liens not included the Guarantors contained in the foregoing provisions of this §10.2 sentence shall only be in effect for so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by financial institutions in the Netherlands pursuant Borrower or any Guarantor to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP ratably secure the Obligations and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government GrantsGuaranteed Obligations hereunder.
Appears in 1 contract
Samples: Revolving Credit Agreement (Waste Management Holdings Inc)
Restrictions on Liens. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of their property or assets of any character whether now owned or hereafter acquired, or upon Following the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to existRating Event Date:
(a) Liens in favor of So long as any Agent for the benefit of the Lenders Securities are outstanding, the Company shall not pledge, mortgage, hypothecate or permit to exist any mortgage, pledge or other lien upon any property or assets at any time directly owned by the Company to secure any Indebtedness, without making effective provisions whereby the Securities shall be equally and ratably secured with any Agent under and all such Indebtedness and with any other Indebtedness similarly entitled to be equally and ratably secured; provided however, that this Section 2.6(a) shall not apply to or prevent the Loan Documents;creation or existence of: (i) liens existing on the Rating Event Date; (ii) purchase money liens which do not exceed the cost or value of the purchased property or assets; (iii) liens not to exceed 10% of Consolidated Net Tangible Assets; and (iv) liens on property or assets granted in connection with extending, renewing, replacing or refinancing in whole or in part the Indebtedness (including, without limitation, increasing the principal amount of such Indebtedness) secured by liens described in the foregoing clauses (i) through (iii), provided that the liens in connection with any such extension, renewal, replacement or refinancing will be limited to the specific property or assets that was subject to the original lien.
(b) Liens In the event that the Company shall propose to pledge, mortgage or hypothecate or permit to exist any pledge, mortgage or other lien upon any property or assets at any time directly owned by it to secure taxesany Indebtedness, assessments other than as permitted by clauses (i) through (iv) of subsection (a) above, the Company shall give prior written notice thereof to the Trustee and other government charges in respect of obligations not overdue the Company will, prior to or being contested in good faith simultaneously with such pledge, mortgage or Liens on properties to hypothecation, effectively secure claims for labor, material or supplies in respect of obligations not overdue;all the Securities equally and ratably with such Indebtedness.
(c) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect The provisions of judgments or awards, this Section 2.6 shall not restrict the Indebtedness with respect to which is permitted by §10.1(c);
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on Real Estate owned or leased by any ability of the Borrowers Company's Subsidiaries and Affiliates to pledge, mortgage, hypothecate or permit to exist any of mortgage, pledge or lien upon their Restricted Subsidiaries consisting of easementsproperty or assets, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests project financings or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government Grantsotherwise.
Appears in 1 contract
Restrictions on Liens. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist:
(a) Liens in favor of any the Administrative Agent for the benefit of the Lenders and any the Administrative Agent under the Loan Documents;
(b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(c) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §Section 10.1(c);
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Date date hereof and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §Section 10.1(f) ), incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §Section 10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;; and
(k) other Liens not included in the foregoing provisions of this §Section 10.2 securing Indebtedness permitted by Section 10.1(p) so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 10,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government Grants.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Restrictions on Liens. Each The Borrower will not, and will shall not permit any of its Restricted Subsidiaries to, (iA) create or --------------------- incur or suffer to be created or incurred or to exist any Lien Lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of their property its Property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iiB) transfer any of such property Property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiiC) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title title-retention or purchase purchase-money security agreement, device or arrangement; or (ivD) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; or (E) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that such the -------- Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist:exist (collectively "Permitted Liens"): ----------------
(a) Liens in favor securing purchase-money Indebtedness permitted under (S)7.01(e) owing to a Person that is not a party to the Intercreditor Agreement; provided that such Liens cover only the property acquired with -------- the proceeds of any Agent for such Indebtedness; --------------------- * Confidential information has been omitted and filed separately with the benefit of the Lenders and any Agent under the Loan Documents;Commission.
(b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties Properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(c) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(fe) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of of:
(i) easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s Liens 's liens under leases to which any of such the Borrowers or any of their Restricted Subsidiaries Borrower is a party, and other minor Liens liens or encumbrances none of which in the opinion of such the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiariesthe Borrower, which defects do not individually or in the aggregate have a materially adverse effect Material Adverse Effect on the business of the Borrower, and
(A) the amount secured by any Mortgage Lien shall not exceed the sum of (1) the acquisition cost of the Borrowers individually or Real Estate acquired by the Borrower and (2) the cost of any improvements constructed thereon; and
(B) the Borrower shall simultaneously with the acquisition of the Borrowers Real Estate in question either
(1) grant to the Collateral Agent a second mortgage (or deed of trust), in form and their Restricted Subsidiaries on a consolidated basis;substance satisfactory to the Required Lenders, subordinate only to the Mortgage Lien, and securing the obligations of the Borrower owing to lenders that are parties to the Intercreditor Agreement, or
(2) cause the lender in whose favor the Mortgage Lien is to be made to execute and deliver to the Collateral Agent an option to purchase the Mortgage Lien, substantially in the form of Exhibit I; ---------
(f) Liens in favor of the Collateral Agent for the benefit of the lenders and agents parties to the Intercreditor Agreement securing the obligations permitted to be secured under the Intercreditor Agreement; and
(g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
the performance of bids, trade contracts (j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) than in respect of the European Borrower onlyIndebtedness for borrowed money), any Lien arising under clause 18 leases, statutory obligations, surety and appeal bonds, performance bonds, and other obligations of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted a like nature incurred in the ordinary course of business not to exceed in connection with Government Grantsthe aggregate at any one time $5,000,000.
Appears in 1 contract
Samples: Loan Agreement (Omnipoint Corp \De\)
Restrictions on Liens. Each The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of their property or assets of any character whether now owned or hereafter acquiredProperty, or upon the income or profits therefrom, which is not removed of record, bonded off, or dismissed within fifteen (15) Business Days after the date of notice of such filing; (ii) transfer any of such property or assets Property or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that such the Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist:exist (the “Permitted Liens”):
(a) Liens in favor of any Agent for the benefit of the Lenders and any Agent under the Loan Documents;
(b) Liens liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(cb) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(dc) Liens liens on properties in respect of judgments or awards, the Indebtedness Debt with respect to which is permitted by §10.1(cSection 7.2(d);; and
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(fd) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries Borrower is a party, and other minor Liens liens or encumbrances none of which in the opinion of such the Borrower interferes materially with the use of the property Property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiariesthe Borrower, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government Grants.
Appears in 1 contract
Restrictions on Liens. Each The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of their its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such property property; or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that such the Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist:
(ai) Liens in favor of any Agent for the benefit of the Lenders and any Agent under the Loan Documents;
(b) Liens liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue except claims permitted to be unpaid under [SECTION]7.8;
(cii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(diii) Liens on properties liens in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c[SECTION]8.1(d);
(eiv) Liens liens of carriers, warehousemen, mechanics and materialmenmaterial men, and other like Liens on propertiesliens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(fv) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s Liens 's liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries Borrower is a party, and other minor Liens liens or encumbrances none of which in the opinion of such the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiariesthe Borrower, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basisBorrower;
(g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(hvi) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(fincurred pursuant to [SECTION]8.1(h) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(ivii) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) liens in favor of RP and the Australian Borrower, respectively, securing Lender under the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative AgentLoan Documents; and
(pviii) Liens granted in the ordinary course of business in connection liens arising with Government Grantsrespect to Capitalized Leases permitted by [SECTION]8.1(h).
Appears in 1 contract
Samples: Credit Agreement (Boston Celtics Limited Partnership)
Restrictions on Liens. Each The Borrower will not, and will not permit cause, permit, or suffer any of its Restricted Consolidated Subsidiaries to, to (ia) create or incur incur, or cause, permit, or suffer to be created or incurred or to exist exist, any Lien upon any of their its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device device, or arrangement; or (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it for a period of time such that if unpaid might the same by law Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority or preference whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment permitted under Section 7.4; provided that such the Borrower and any Subsidiary of its Restricted Subsidiaries the Borrower may create or incur incur, or cause, permit, or suffer to be created or incurred or to exist:
(ai) Liens in favor of any Agent for the benefit of the Lenders and any Agent under the Loan Documents;
(b) Liens imposed by Government Mandate to secure taxes, assessments assessments, and other government charges in respect of obligations not overdue or which are being contested in good faith or Liens on properties to secure claims for laborand by appropriate proceedings diligently conducted, material or supplies if adequate reserves are maintained in respect of obligations not overdueaccordance with GAAP;
(cii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(e) statutory Liens of carriers, warehousemen, mechanics mechanics, suppliers, laborers, and materialmen, and other like Liens on propertiesin the ordinary course of business, in existence less than 120 days from the date of creation thereof each case in respect of obligations not overdueoverdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP;
(fiii) encumbrances Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business;
(v) Liens on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and property, defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances Liens, provided, none of which such Liens in the reasonable opinion of such the Borrower interferes materially with the use of the affected property affected in the ordinary conduct of the business of such the Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(gvi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Borrower or one of its Subsidiaries, as lessee;
(vii) Liens existing outstanding on the Closing Date and listed set forth on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien7.3;
(hviii) purchase money Liens in favor of either the Borrower or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Borrower securing Indebtedness owing by such Subsidiary to the Borrower or such Consolidated Subsidiary, as the case may be;
(ix) Liens on interests of the Borrower or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security interests for the performance by the Borrower or its Subsidiaries of their obligations in respect of such partnership or purchase money mortgages on real or personal property acquired after the date hereof to secure joint venture;
(x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device);
(xi) Liens securing purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset;
(xii) Liens incurred or otherwise nonarising in connection with the Securities Trading Activities of the Broker-recourse to the Borrowers and their Restricted Dealer Subsidiaries;
(kxiii) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory or any Bank to secure the Obligations; and
(xiv) Liens (in addition to those specified in clauses (i) through (xiii) above) securing Indebtedness in an aggregate amount for the Borrower and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) its coverage obligation in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(qwriting); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government Grants.
Appears in 1 contract
Samples: Revolving Credit Agreement (Alliancebernstein Holding L.P.)
Restrictions on Liens. Each The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of their its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might could reasonably be expected by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; or (e) except as specifically permitted by Section 10.5.2 hereof, sell, assign, pledge, discount, factor or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that such the Borrower and any Subsidiary of its Restricted Subsidiaries the Borrower may create or incur or suffer to be created or incurred or to exist:
(ai) Liens liens in favor of the Borrower or any Agent for the benefit Guarantor on all or part of the Lenders and any Agent under assets of Subsidiaries of the Loan DocumentsBorrower or such Guarantor securing Indebtedness owing by Subsidiaries of the Borrower or such Guarantor, as the case may be, to the Borrower or to such other Guarantor;
(bii) Liens liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue, or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are being maintained in accordance with generally accepted accounting principles so long as such liens are not being foreclosed;
(ciii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations and good faith deposits in connection with tenders, contracts or leases to which it is a party or deposits or pledges to secure, or in lieu of, surety, penalty or appeal bonds, performance bonds or other similar obligations;
(div) Liens liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(cSection 10.1(d);
(ev) Liens liens of carriers, warehousemen, mechanics and materialmen, and other like Liens liens on properties, in existence less than 120 days from the date of creation thereof properties which would not have a Material Adverse Effect and are in respect of obligations not overdue, or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are being maintained in accordance with generally accepted accounting principles so long as such liens are not being foreclosed;
(fvi) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s Liens 's or lessee's liens under leases to which any the Borrower or a Subsidiary of the Borrowers or any of their Restricted Subsidiaries Borrower is a party, and other minor Liens liens or encumbrances none of which in the opinion of such the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such the Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basisMaterial Adverse Effect;
(gvii) Liens liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lienhereto;
(hviii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) Section 10.1(h), incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquiredacquired and liens in favor of the lessor on any Capitalized Lease for equipment acquired after the date hereof which is the subject of such Capitalized Lease to secure Indebtedness of the type and amount permitted by Section 10.1(h), incurred in connection with such Capitalized Lease, which lien or security interest covers only the property which is the subject of such Capitalized Lease;
(iix) Liens consisting liens in favor of deposits to secure Indebtedness permitted by §10.1(j) hereofthe Agent for the benefit of the Banks and the Agent under the Loan Documents;
(jx) Liens on liens in favor of the Capital Stock FIUI Agent for the benefit of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers FIUI Banks and their Restricted Subsidiariesthe FIUI Agent under the FIUI Loan Documents;
(kxi) other Liens not included liens in favor of Bakex & XcKexxxx xx Agent under the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregateAstron Pledge;
(lxii) any Dutch law conservatory attachment (conservatoir beslag)liens in favor of Ericsson under the Ericsson Pledge Agreement and the Ericsson General Purchase Agreement;
(mxiii) rights of third parties in respect of equipment or inventory consigned to, or otherwise owned by such third party and which is being stored on property owned or leased by, the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to of its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative AgentSubsidiaries; and
(p) Liens granted in the ordinary course of business in connection with Government Grants.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Flextronics International LTD)
Restrictions on Liens. Each The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of their its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits the Borrower or such Subsidiary from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind provided that such the Borrower and any Subsidiary of its Restricted Subsidiaries the Borrower may create or incur or suffer to be created or incurred or to exist:
(ai) Liens liens in favor of any Agent for the benefit Borrower on all or part of the Lenders and any Agent under assets of Subsidiaries of the Loan DocumentsBorrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(bii) Liens liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(ciii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(div) Liens liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(css.7.1(d);
(ev) Liens liens of carriers, warehousemen, mechanics and materialmen, and other like Liens liens on properties, in existence less than 120 60 days from the date of creation thereof in respect of obligations not overdue;
(fvi) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s Liens 's liens under leases to which any the Borrower or a Subsidiary of the Borrowers or any of their Restricted Subsidiaries Borrower is a party, and other minor Liens liens or encumbrances encumbrances, none of which in the opinion of such Borrower encumbrances, restrictions, defects, irregularities and liens interferes materially with the use of the property affected in the ordinary conduct of the business of such the Borrower and its Restricted Subsidiaries, and all of which defects do not individually or in the aggregate materially affect the value or marketability of any Real Estate or have a materially adverse effect on the business of any of the Borrowers Borrower individually or of the Borrowers Borrower and their Restricted its Subsidiaries on a consolidated basis;
(gvii) Liens existing on liens in favor of the Closing Date Banks and listed on Schedule 10.2 hereto their respective Affiliates securing the payment of the Obligations and any extensions or renewals thereof provided that other Indebtedness due and owing to the principal amount secured thereby is not thereafter increased Banks and no additional assets become subject to such Lien;Affiliates; and
(hviii) purchase money security interests in or purchase money mortgages on real or personal property acquired by the Borrower or its Subsidiaries after the date hereof to secure purchase money Capitalized Lease Indebtedness of the type and amount permitted by §10.1(fss.8.1
(j) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government Grants.
Appears in 1 contract
Samples: Revolving Credit and Deferred Payment Sales Agreement (Andersen Group Inc)
Restrictions on Liens. Each Borrower TheCompany will not, and will not permit cause, permit, or suffer any of its Restricted Consolidated Subsidiaries to, to (ia) create or incur incur, or cause, permit, or suffer to be created or incurred or to exist exist, any Lien upon any of their its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device device, or arrangement; or (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it for a period of time such that if unpaid might the same by law Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority or preference whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that such Borrower the Company and any Subsidiary of its Restricted Subsidiaries the Company may create or incur incur, or cause, permit, or suffer to be created or incurred or to exist:
(ai) Liens in favor of any Agent for the benefit of the Lenders and any Agent under the Loan Documents;
(b) Liens imposed by Government Mandate to secure taxes, assessments assessments, and other government charges in respect of obligations not overdue or which are being contested in good faith or Liens on properties to secure claims for laborand by appropriate proceedings diligently conducted, material or supplies if adequate reserves are maintained in respect of obligations not overdueaccordance with GAAP;
(cii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(e) statutory Liens of carriers, warehousemen, mechanics mechanics, suppliers, laborers, and materialmen, and other like Liens on propertiesin the ordinary course of business, in existence less than 120 days from the date of creation thereof each case in respect of obligations not overdueoverdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP;
(fiii) encumbrances Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business;
(v) Liens on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and property, defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances Liens, provided, none of which such Liens in the reasonable opinion of such Borrower the Company interferes materially with the use of the affected property affected in the ordinary conduct of the business of such Borrower the Company and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(gvi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee;
(vii) Liens existing outstanding on the Closing Date and listed set forth on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien7.3;
(hviii) purchase money Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be;
(ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security interests for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or purchase money mortgages on real or personal property acquired after the date hereof to secure joint venture;
(x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device);
(xi) Liens securing purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset;
(xii) Liens incurred or otherwise nonarising in connection with the Securities Trading Activities of the Broker-recourse to the Borrowers and their Restricted Dealer Subsidiaries;
(kxiii) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory or any Bank to secure the Obligations; and
(xiv) Liens (in addition to those specified in clauses (i) through (xiii) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) its coverage obligation in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(qwriting); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government Grants.
Appears in 1 contract
Samples: Revolving Credit Agreement (Alliancebernstein L.P.)
Restrictions on Liens. Each The Borrower will not, and will not nor shall it suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist, any mortgage, deed of trust, pledge, security interest, lien, hypothecation, assignment, "lockbox" or similar deposit arrangement, or other arrangement preferential to any creditor(s), or other charge or encumbrance, including the lien or retained security title of a conditional vendor (collectively, "Liens"), upon or with respect to any property or assets, real or personal, of the Borrower or any of its Subsidiaries, or assign or otherwise convey any right to receive income, except for the following ("Permitted Liens"):
(i) create or incur or suffer to be created or incurred or to exist any Lien upon existing on property of the Borrower or any of their property or assets of any character whether now owned or hereafter acquired, or upon its Subsidiaries on the income or profits therefrom; Closing Date and set forth in EXHIBIT B securing Indebtedness outstanding on such date;
(ii) transfer any Lien created under any Loan Document in favor of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; Lender;
(iii) acquireLiens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a to the extent that non-revocable option to acquire, any property payment thereof is permitted by Section 5.4; PROVIDED THAT no notice of lien has been filed or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or recorded under the Code;
(iv) suffer to exist for a period carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of more than thirty (30) days after the same shall have been incurred any Indebtedness business which are not delinquent or claim remain payable without penalty or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist:
(a) Liens in favor of any Agent for the benefit of the Lenders and any Agent under the Loan Documents;
(b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings and as to which such reserves or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueother appropriate provisions as may be required by GAAP are being maintained;
(c) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(dv) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted (other than any Lien imposed by §10.1(c);
(eERISA) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s pledges or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(g) Liens existing on the Closing Date and listed on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to the Borrowers and their Restricted Subsidiaries;
(k) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted required in the ordinary course of business in connection with Government Grants.with
Appears in 1 contract
Samples: Loan Agreement (C P Clare Corp)
Restrictions on Liens. Each The Borrower will not, and will not permit cause, permit, or suffer any of its Restricted Consolidated Subsidiaries to, (ia) create or incur incur, or cause, permit, or suffer to be created or incurred or to exist exist, any Lien upon any of their its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device device, or arrangement; or (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it for a period of time such that if unpaid might the same by law Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority or preference whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment permitted under Section 7.4; provided that such the Borrower and any Subsidiary of its Restricted Subsidiaries the Borrower may create or incur incur, or cause, permit, or suffer to be created or incurred or to exist:
(ai) Liens in favor of any Agent for the benefit of the Lenders and any Agent under the Loan Documents;
(b) Liens imposed by Government Mandate to secure taxes, assessments assessments, and other government charges in respect of obligations not overdue or which are being contested in good faith or Liens on properties to secure claims for laborand by appropriate proceedings diligently conducted, material or supplies if adequate reserves are maintained in respect of obligations not overdueaccordance with GAAP;
(cii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §10.1(c);
(e) statutory Liens of carriers, warehousemen, mechanics mechanics, suppliers, laborers, and materialmen, and other like Liens on propertiesin the ordinary course of business, in existence less than 120 days from the date of creation thereof each case in respect of obligations not overdueoverdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP;
(fiii) encumbrances Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business;
(v) Liens on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and property, defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens or encumbrances Liens, provided, none of which such Liens in the reasonable opinion of such the Borrower interferes materially with the use of the affected property affected in the ordinary conduct of the business of such the Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis;
(gvi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Borrower or one of its Subsidiaries, as lessee;
(vii) Liens existing outstanding on the Closing Date and listed set forth on Schedule 10.2 hereto and any extensions or renewals thereof provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien7.3;
(hviii) purchase money Liens in favor of either the Borrower or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Borrower securing Indebtedness owing by such Subsidiary to the Borrower or such Consolidated Subsidiary, as the case may be;
(ix) Liens on interests of the Borrower or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security interests for the performance by the Borrower or its Subsidiaries of their obligations in respect of such partnership or purchase money mortgages on real or personal property acquired after the date hereof to secure joint venture;
(x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device);
(xi) Liens securing purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset;
(xii) Liens incurred or otherwise nonarising in connection with the Securities Trading Activities of the Broker-recourse to the Borrowers and their Restricted Dealer Subsidiaries;
(kxiii) other Liens not included in the foregoing provisions of this §10.2 so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by financial institutions in the Netherlands pursuant to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory or any Bank to secure the Obligations; and
(xiv) Liens (in addition to those specified in clauses (i) through (xiii) above) securing Indebtedness in an aggregate amount for the Borrower and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) its coverage obligation in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(qwriting); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government Grants.
Appears in 1 contract
Samples: Revolving Credit Agreement (Alliance Capital Management L P)
Restrictions on Liens. Each The Borrower will not, and will cause its Subsidiaries not permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of their property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree (except where such agreement is not binding on such Borrower or Restricted Subsidiary) or have a non-revocable an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority or preference whatsoever over its general creditors; provided that such Borrower and or sell, assign, pledge or otherwise transfer any of its Restricted Subsidiaries may create accounts, contract rights, general intangibles or incur chattel paper, with or suffer to be created or incurred or to exist:without recourse, except as follows (the "Permitted Liens"): 66 -60-
(a) Liens in favor of any Agent for existing on the benefit of the Lenders Closing Date and any Agent under the Loan Documentslisted on Schedule 8.2(a) hereto;
(b) Liens securing Indebtedness permitted by Section 8.1(c)(i) hereof; provided that the assets subject to such liens and security interests shall be limited to those contracts to which such guaranty, suretyship or indemnification obligations relate and the rights to payment thereunder;
(c) Liens securing Indebtedness permitted under Section 8.1(e) (provided that Liens created pursuant to a Permitted Receivables Transaction are only on the receivables so transferred and secure only the obligations with respect thereto) and Section 8.1(g);
(d) Liens securing Indebtedness arising under the United Senior Secured Notes;
(e) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(cf) deposits Deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(dg) Liens on properties in respect of judgments or awards, awards which have been in force for less than the Indebtedness with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by §10.1(c)the Borrower (or any Subsidiary) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Borrower maintains adequate reserves;
(eh) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on propertiesliens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;, provided that such liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the Borrower (or any Subsidiary) in good faith by appropriate proceedings and if the Borrower shall have set aside on its books adequate reserves with respect thereto as required by GAAP and provided further that the Borrower (or any Subsidiary) will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien; and
(fi) encumbrances on Real Estate owned or leased by any of the Borrowers or any of their Restricted Subsidiaries Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s Liens 's liens under leases to which any of the Borrowers Borrower or any of their Restricted Subsidiaries Subsidiary is a party, and other minor Liens liens 67 -61- or encumbrances none of which in the opinion of such the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such the Borrower and or any of its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially material adverse effect on the business of the Borrower or any of the Borrowers Subsidiary individually or of the Borrowers Borrower and their Restricted its Subsidiaries on a consolidated basis;
. The Borrower and the Guarantors covenant and agree that if any of them or any of their Subsidiaries shall create or assume any lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (g) Liens existing on unless prior written consent shall have been obtained from the Closing Date Banks), the Borrower and listed on Schedule 10.2 hereto the Guarantors will make or cause to be made effective provision whereby the Obligations and their respective Guaranteed Obligations will be secured by such lien equally and ratably with any extensions or renewals thereof provided that the principal amount and all other Indebtedness thereby secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(f) incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) Liens consisting of deposits to secure Indebtedness permitted by §10.1(j) hereof;
(j) Liens on the Capital Stock of any Unrestricted Subsidiary so long as such Liens are otherwise non-recourse to other Indebtedness shall be so secured; provided, that the Borrowers covenants of the Borrower and their Restricted Subsidiaries;
(k) other Liens not included the Guarantors contained in the foregoing provisions of this §10.2 sentence shall only be in effect for so long as the fair market value of the assets encumbered by such Liens does not exceed $40,000,000 in the aggregate;
(l) any Dutch law conservatory attachment (conservatoir beslag);
(m) in respect of the European Borrower only, any Lien arising under clause 18 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by financial institutions in the Netherlands pursuant Borrower or any Guarantor to its general terms and conditions;
(n) first priority Liens granted by GWA (North) in favor of RP ratably secure the Obligations and the Australian Borrower, respectively, securing the intercompany loans by RP and the Australian Borrower, respectively, to GWA (North) in connection with the Australian Acquisition; provided that the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that such Liens are first priority and have been perfected as necessary under Australian law;
(o) Liens granted by GWA (North) in favor of AustralAsia in connection with Indebtedness permitted pursuant to §10.1(q); provided that such Liens are subordinated to the Liens permitted pursuant to §10.2(n) and evidence reasonably satisfactory to the Administrative Agent of such subordination shall have been provided to the Administrative Agent; and
(p) Liens granted in the ordinary course of business in connection with Government GrantsGuaranteed Obligations hereunder.
Appears in 1 contract
Samples: Revolving Credit Agreement (Usa Waste Services Inc)
