Liens, Etc. The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"): (a) Liens securing the Obligations; (b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount; (c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor; (d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor; (e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor; (f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments; (g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower; (h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto; (i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply; (j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below; (k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money; (l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank; (m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14); (n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate; (o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money; (p) Liens described in Schedule 4.05; and (q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.
Appears in 1 contract
Liens, Etc. The Borrower shall not None of the Borrowers nor any Material Subsidiary will create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, incur or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower Borrowers and its the Material Subsidiaries may create, incur, assume, assume or suffer to exist (all of which shall be referred to as "Permitted Liens"):exist:
(a) Liens securing the Obligations;
(b) purchase money Liens for taxes, assessments or purchase money security interests upon governmental charges or levies on Property of the Borrowers to the extent not required to be paid pursuant to Sections 5.01 and 5.04;
(c) Liens securing Debt set forth in any equipment acquired Schedule 6.01 attached hereto and refinancings of such Debt; provided that, the aggregate principal amount of such Debt shall not be increased;
(d) carrier's, warehousemen's, mechanic's, materialmen's, repairmen's or held by the Borrower or any of its Subsidiaries other like Liens arising in the ordinary course of business prior (whether or not statutory) which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings, for which a reserve or other appropriate provision, if any, as shall be required by Applicable Accounting Rules shall have been made;
(e) Liens arising in the ordinary course of business in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(f) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, leases, subleases, licenses, sublicenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not in any case materially detract from the value of the Property subject thereto or interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries;
(g) Liens on Property of Persons which become Subsidiaries of the Company after the date of this Agreement securing Debt permitted hereby; provided that, such Liens are in existence at the time the respective Persons become Subsidiaries of the Borrower's Company and were not created in anticipation thereof;
(h) Liens resulting from progress payments or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens partial payments under United States government contracts or subcontracts;
(i) was incurred solely for the purpose of financing the acquisition of Liens arising from legal proceedings, so long as such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings diligently conducted and so long as execution is stayed on all judgments resulting from any such proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(gj) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the BorrowerBorrowers;
(hk) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in existing on Property acquired by the Oil and Gas Business and that are entered into Borrowers in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, prior to the extent that Borrowers' acquisition of such Property; and
(l) purchase money Liens or purchase money security interests upon or in any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is fixed assets acquired or held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred Borrowers in the ordinary course of business and not in connection with to secure the borrowing purchase price of money;
such fixed assets or to secure indebtedness incurred solely for the purpose of financing the acquisition of such Property; provided that the aggregate principal amount of the Debt secured by the Liens permitted by this paragraph (l) Liens in favor of collecting or payor banks having a right of setoffshall not, revocationon the date such Lien is granted and after giving effect thereto, refund or chargeback with respect exceed an aggregate amount equal to money or instruments of any 30% of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount Company's Tangible Net Worth at any time outstanding not to exceed $250,000time.
Appears in 1 contract
Sources: Credit Agreement (Schweitzer Mauduit International Inc)
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any Significant Subsidiary of its Subsidiaries such Borrower to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property whether now owned properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary of such Borrower), in each case to secure or hereafter acquiredprovide for the payment of Indebtedness, other than (i) liens consisting of (A) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation, (B) deposits in the ordinary course of business to secure, or assign any right to receive incomein lieu of, except that the Borrower and its Subsidiaries may createsurety, incur, assumeappeal, or suffer customs bonds to exist which such Borrower or Significant Subsidiary is a party, (all C) [reserved], (D) pledges or deposits in the ordinary course of which shall be referred business to as "Permitted secure performance in connection with bids, tenders or contracts (other than contracts for the payment of money), or (E) materialmen’s, mechanics’, carriers’, workers’, 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 in the release of such Liens"):
; (a) Liens securing the Obligations;
(bii) purchase money Liens liens or purchase money security interests upon or in any equipment property acquired or held by the such Borrower or any of its Subsidiaries Significant Subsidiary in the ordinary course of business prior to or at business, which secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or secure indebtedness incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and property; (iii) Liens existing on property acquired by such Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of such Borrower or Significant Subsidiary or is merged into or consolidated with such Borrower or Significant Subsidiary; provided, in each case, that such Liens were not increased in amount;
created to secure the acquisition of such Person; (c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(div) Liens in favor existence on the date of vendorsthis Agreement; (v) Liens created by any First Mortgage Indenture, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation so long as under the terms thereof no “event of law in the ordinary course of business default” (howsoever designated) in respect of obligations that are not yet due any bonds issued thereunder will be triggered by reference to an Event of Default or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
Unmatured Default; (evi) Liens securing Attributable Securitization Obligations on the assets purported to operators and non-operators under joint operating agreements arising be sold in connection with the ordinary course applicable Permitted Securitization; (vii) Liens securing Nonrecourse Indebtedness; (viii) Liens on cash or cash equivalents deposited on behalf of the business or pledged to 72 counterparties with respect to Permitted Obligations of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
Significant Subsidiaries; (gix) Liens arising in the ordinary course on cash or cash equivalents to defease Indebtedness of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the such Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
Subsidiaries; (i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(kx) Liens on cash or securities pledged cash equivalents constituting proceeds from a disposition of assets otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to secure performance the purchaser of bidssuch assets; (xi) Liens securing obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, tendersprovided that such Liens extend to only the equipment, performance bondsproject, surety and appeals bonds, or regulatory compliance nuclear fuel or other obligations assets financed with the proceeds of a like nature incurred in the ordinary course of business and not such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which such Borrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of such Borrower or Significant Subsidiary other than the borrowing assets of money;
such Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (lxiii) Liens created for the sole purpose of refinancing, extending, renewing or replacing in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with whole or in possession of such bank;
(m) Liens on cash and Liquid Investments securing part Indebtedness secured by any Lien referred to in the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as foregoing clauses (i) through (xii); provided, however, that the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) so secured at the time of such Liens are refinancing, extension, renewal or replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline all or pipeline facilities, Hydrocarbons or Properties a part of the Company Group which arise out of operation of law property or Indebtedness that secured the Lien so extended, renewed or replaced (and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000improvements on such property).
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Liens, Etc. The Borrower shall Company will not create, assume, incur, create or suffer to exist, or permit any of its Restricted Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property properties, whether now owned or hereafter acquired; provided, or assign any right to receive income, except however that the Borrower and its Subsidiaries may create, incur, assume, or suffer foregoing restriction shall not apply to exist (all of the following Liens which shall be referred to as "Permitted Liens"):are permitted:
(ai) Liens securing the Obligationspursuant to any Loan Document;
(bii) Customary Permitted Liens;
(iii) Liens in favor of the United States to secure amounts paid to the Company or any of its Restricted Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are deposited and (y) supplies covered by such government contracts and material and other property acquired for or allocated to the performance of such government contracts;
(iv) attachment, judgment and other similar Liens arising in connection with legal proceedings, provided that any such judgment does not constitute an Event of Default;
(v) Liens on accounts receivable and related assets resulting from the sale of such accounts receivable;
(vi) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary or is merged into or amalgamated with or into or consolidated with the Company or any Restricted Subsidiary (other than any such Lien created in contemplation of such acquisition, merger or amalgamation);
(vii) purchase money Liens or purchase money security interests upon or in any equipment asset acquired or held by the Borrower Company or any of its Subsidiaries Restricted Subsidiary that is a Significant Subsidiary (including any capital interest in any Person) to secure the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was asset or to secure Indebtedness incurred solely for the purpose of financing the acquisition of or construction of improvements on or with respect to any such equipment, and asset (provided that the amount of Indebtedness secured by such Lien does not exceed 100% of the aggregate purchase price of such equipmentasset and transaction costs relating to such acquisition or the costs of such construction) and Liens existing on any asset at the time of its acquisition (other than any such Lien created in contemplation of such acquisition) and the interest of the lessor thereof in any asset that is subject to a Capital Lease; provided that to the extent the Liens permitted pursuant to this clause (vii) secure obligations that constitute Indebtedness, the aggregate principal amount of such Indebtedness shall not exceed the greater of (iix) is secured only by such equipment $150,000,000 and not by any other (y) 3.0% of the consolidated total assets of the Borrower and its Subsidiaries, and (iii) Company determined in accordance with GAAP at the time such Indebtedness is not increased in amountincurred;
(cviii) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, on deposits securing obligations under cash pooling and such reserve as may be required by GAAP shall have been made therefornotional pooling arrangements;
(dix) Liens, other than Liens described in favor clauses (i) through (viii) and in clauses (x) through (xvii), to secure Indebtedness not in excess of vendorsthe greater of (x) $75,000,000 and (y) 2.0% of consolidated total assets of the Company, carriersdetermined in accordance with GAAP, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in at the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, time such reserve as may be required by GAAP shall have been made thereforLien is incurred;
(ex) Liens resulting from any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Indebtedness secured by any Lien referred to operators in clauses (v) and non-operators under joint operating agreements arising in (vi) so long as (x) the ordinary course aggregate principal amount of any such Indebtedness shall not increase as a result of any such extension, renewal or replacement and (y) Liens resulting from any such extension, renewal or replacement shall cover only such property which secured the business of the Borrower Indebtedness that is being extended, renewed or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made thereforreplaced;
(fxi) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from Liens securing Indebtedness owing to the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower Company or any of its Subsidiaries warranted in the Security InstrumentsRestricted Subsidiaries;
(gxii) Liens arising in the ordinary course on assets of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions Restricted Subsidiaries that are Foreign Subsidiaries securing Indebtedness or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrowersuch Subsidiary permitted by Section 5.02(b)(xv);
(hxiii) Liens arising existing, or provided for under operating agreementsbinding contracts existing, unitization and pooling agreements and orderson the Closing Date, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instrumentsare, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject theretoexceeds, individually, $10,000,000 set forth on Schedule 5.02(a) ;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(jxiv) Liens in favor of landlords or lessors on the Collateral to secure Indebtedness permitted under operating leases or Capital Leases of a Loan PartySection 5.02(b)(xvi); provided that (i) the representative of the holders of any such Indebtedness becomes party to (x) if such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Secured Obligations, the Junior Lien shall secure only Intercreditor Agreement (if any) as a “Senior Representative” (or similar term, in each case, as defined in the obligations of such Loan Party arising under Junior Lien Intercreditor Agreement) and the applicable operating lease or Capital Lease, First Lien Intercreditor Agreement and (iiy) if such Indebtedness is secured by the Debt under such Capital Leases is permitted under Section 6.02 below;
Collateral on a junior priority basis to the Liens securing the Secured Obligations, the Junior Lien Intercreditor Agreement as a “Junior Lien Representative” (k) Liens on cash or securities pledged to secure performance of bidssimilar term, tendersin each case, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred as defined in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14Junior Lien Intercreditor Agreement);
(nxv) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregatesecuring Indebtedness permitted under Section 5.02(b)(xix);
(oxvi) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline Call or pipeline facilities, Hydrocarbons Defeasance Deposits securing Called or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05Defeased Debt; and
(qxvii) Liens not otherwise securing Indebtedness permitted under this Agreement incurred in by Section 5.02(b)(ii); provided that no such Lien shall extend to any property or assets, other than property and assets that were subject to the ordinary course of business Liens securing such Original Debt in an aggregate principal amount at any time outstanding not and improvements and accessions to exceed $250,000such property.
Appears in 1 contract
Sources: Credit Agreement (CSRA Inc.)
Liens, Etc. The Borrower shall Living Centers will not create, assume, incur, incur or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower Living Centers and its Subsidiaries may create, incur, assume, assume or suffer to exist (all of which shall be referred to as "Permitted Liens")::
(a) Liens securing the Obligationsobligations under the Operative Agreements or obligations under the Corporate Credit Agreement and documents relating thereto;
(b) purchase money Liens for taxes, assessments or purchase money security interests upon governmental charges or in any equipment acquired or held by the Borrower levies on property of Living Centers or any of its Subsidiaries other Guarantor to the extent not required to be paid pursuant to Sections 10.1 and 10.4;
(c) imposed by law, such as landlords', carriers', warehousemen's and mechanics' liens and other similar Liens arising in the ordinary course of business prior to securing obligations which are not overdue for a period of more than 30 days or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) which are being contested in good faith and by appropriate proceedings, proceedings if adequate reserves with respect thereto are maintained on the books of Living Centers and such reserve as may be required by GAAP shall have been made thereforits Subsidiaries in accordance with GAAP;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower Living Centers or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject theretoSubsidiaries;
(ie) easementsLiens securing purchase money Debt, rights-of-wayCapital Leases, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors acquired Debt permitted under operating leases or Capital Leases of a Loan PartySection 11.2(k); provided that (i) any in the case of purchase money Debt and Capital Leases, each such Lien shall secure only encumbers the obligations property acquired in connection with the creation of such Loan Party arising under the applicable operating lease Debt or Capital Lease, Lease and all proceeds therefrom and (ii) the fair market value of the collateral securing any such Debt under may exceed the outstanding principal amount of such Capital Leases Debt only to the extent such excess is permitted under Section 6.02 belowwithin customary commercial bank lending and collateralization requirements;
(kf) Liens securing Debt listed on cash the attached Schedule 11.1; provided that the Debt of Living Centers or securities pledged to secure performance any Subsidiary of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations Living Centers secured by such Liens do shall not exceed $500,000 in be renewed, refinanced or extended if the aggregateamount of such Debt so renewed is greater than the outstanding amount of such Debt on the date of this Agreement;
(og) Subject arising from litigation and which are effectively stayed from execution and would not otherwise cause a Default to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of moneyoccur;
(ph) Liens described in Schedule 4.05the nature of utility easements, building restrictions, and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of Living Centers or its Subsidiaries; and
(qi) Liens not otherwise permitted under this Agreement incurred in the ordinary course nature of business securing Debt any interest or title of a lessor in an aggregate principal amount at any time outstanding not assets being leased to exceed $250,000Living Centers or one of its Subsidiaries.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Significant Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Property whether now owned Significant Subsidiaries), in each case to secure or hereafter acquiredprovide for the payment of Indebtedness, other than (i) liens consisting of (A) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation, (B) deposits in the ordinary course of business to secure, or assign any right in lieu of, surety, appeal, or customs bonds to receive income, except that which the Borrower and its Subsidiaries may createor Significant Subsidiary is a party, incur(C) pledges or deposits in the ordinary course of business to secure performance in connection with bids, assumetenders or contracts (other than contracts for the payment of money), or suffer (D) materialmen’s, mechanics’, carriers’, workers’, 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 exist obtain in the release of such Liens; (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing the Obligations;
(bii) purchase money Liens liens or purchase money security interests upon or in any equipment property acquired or held by the Borrower or any of its Subsidiaries Significant Subsidiary in the ordinary course of business prior to or at business, which secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or secure indebtedness incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and property; (iii) is not increased in amount;
(c) Liens for taxes, assessments, existing on the property of any Person at the time that such Person becomes a direct or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business indirect Significant Subsidiary of the Borrower or the relevant Subsidiary Significant Subsidiary; provided that such Liens were not created to secure amounts owingthe acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by any First Mortgage Indenture, which amounts are not yet due so long as (A) under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or are being contested in good faith by appropriate proceedings, if Unmatured Default and (B) no such reserve as may be required by GAAP Liens shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions apply to assets acquired from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any Significant Subsidiary if such assets were free of its Subsidiaries warranted Liens (other than as a result of a release of such Liens in the Security Instruments;
contemplation of such acquisition) immediately prior to any such acquisition; (gvi) Liens arising in the ordinary course on assets of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or ATSI to secure public or statutory obligations Indebtedness of ATSI, provided, however, that the aggregate principal amount of Indebtedness secured by such Liens shall not at any time exceed 60% of the Borrower;
depreciated book value of the property subject to such Liens; (hvii) Liens arising under operating agreementssecuring Stranded Cost Securitization Bonds; (viii) Liens on cash (in an aggregate amount not to exceed $270,000,000) pledged to secure reimbursement obligations for letters of credit issued for the account of Ohio Edison Company and (ix) Liens created for the sole purpose of extending, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, renewing or replacing in each case that are customary whole or in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or part Indebtedness secured by any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
foregoing clauses (i) easementsthrough (viii); provided, rights-of-wayhowever, that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement, and other similar encumbrancesthat such extension, and minor defects in renewal or replacement, as the chain of title that are customarily accepted in the oil and gas financing industrycase may be, none of which interfere with the ordinary conduct shall be limited to all or a part of the business of Borrower property or Indebtedness that secured the Lien so extended, renewed or replaced (and any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Partyimprovements on such property); provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(kix) Liens on cash or securities pledged to secure performance Letter of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long Credit Cash Cover as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured contemplated by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.
Appears in 1 contract
Liens, Etc. The Borrower shall not createCreate, incur, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, incur, assume, incur, or suffer to exist, any Lien on lien, security interest, or in other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect of to any of its Property whether properties of any character (including, without limitation, accounts) (any of the foregoing being referred to herein as a “Lien”), excluding, however, from the operation of the foregoing restrictions the Liens created under the Loan Documents and the following:
(i) Liens for taxes, assessments or governmental charges or levies to the extent not past due;
(ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar Liens arising in the ordinary course of business securing obligations which are not overdue or which are being contested in good faith, provided that any such contested Lien securing an amount claimed in excess of $5,000,000 shall be fully bonded within 90 days after the imposition of such Lien;
(iii) pledges or deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Borrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business;
(iv) (A) purchase money Liens upon or in property now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior (consistent with present practices, it being understood that for purposes of this clause, the purchase, construction or maintenance of generating facilities by the Borrower or any of its Subsidiaries shall be deemed to or at be in the time ordinary course of business and consistent with present practices) to secure (1) the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the property or (2) Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such equipmentproperty, and does no such extension, renewal or replacement shall extend to or cover any property not exceed theretofore subject to the aggregate purchase price of such equipmentLien being extended, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountrenewed or replaced;
(cv) Liens on the capital stock of any of the Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for taxessuch Subsidiary;
(vi) Liens securing Debt permitted by Section 5.2(b)(i)(A) or 5.2(b)(i)(B);
(vii) attachment, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, judgment or other similar proceedings shall not have been initiated) Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings, and such reserve as may be required proceedings or the payment of which is covered in full (subject to customary deductible amounts) by GAAP shall have been made thereforinsurance maintained with responsible insurance companies;
(dviii) Liens incurred in favor connection with the sales of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law assets permitted in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made thereforSection 5.2(f)(vii);
(eix) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith incurred by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted on assets of the Borrower and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, in the Security Instrumentsan aggregate principal amount not to exceed $100,000,000 outstanding at any one time;
(gx) Liens on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel;
(xi) Liens constituting easements, restrictions and other similar encumbrances arising in the ordinary course of business out of pledges or deposits under workers' compensation lawsbusiness, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary which in the Oil and Gas Business and that are entered into in aggregate do not materially adversely affect the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the use by Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that of their respective properties;
(xii) Liens on assets of any such Lien referred to in this clause does not materially impair the use Subsidiary of the Property covered by such Lien for the purposes for which such Property is held by Borrower in favor of the Borrower or any wholly-owned Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05Borrower; and
(qxiii) other Liens not otherwise permitted under this Agreement incurred set forth in Schedule II hereto, and any extensions, renewals, refinancing or replacements of any such Liens upon or in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000same property theretofore subject thereto.
Appears in 1 contract
Liens, Etc. The Borrower shall not not, and the Borrower shall cause its Subsidiaries to not, directly or indirectly, create, grant, incur, assume, incur, agree to or suffer to exist, exist any Lien upon or permit with respect to any of its Subsidiaries to createproperties or assets, assumeincluding any portion of the Properties or its interest in the Projects or any other real or personal property or assets of the Borrower or any Subsidiary of the Borrower, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign or otherwise convey any right to receive incomethe production, except that proceeds or income therefrom (other than with respect to the Borrower and its Subsidiaries may createsale of mineral production from the Projects), incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):except:
(a) Liens securing for taxes, assessments or governmental charges or levies if the Obligationssame shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held imposed by the Borrower or any of its Subsidiaries law, such as carriers, warehousemen and mechanics’ liens and other similar liens arising in the ordinary course of business prior to associated with amounts not yet due and payable, or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured which are being diligently disputed by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower in good faith and its Subsidiaries, and (iii) is not increased in amountpursuant to appropriate procedures;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made thereforreserved;
(d) reserved;
(e) Liens outstanding on the date hereof and described in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Schedule 6.1(j) hereto;
(f) Liens arising by operation of law under the Security Documents;
(g) cash or governmental obligations deposited in the ordinary course of business in respect connection with contracts, bids, tenders or to secure workmen’s compensation, unemployment insurance, surety or appeal bonds, reclamation bonds, costs of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be litigation (when required by GAAP shall have been made thereforlaw), public and statutory obligations;
(eh) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising given in the ordinary course of business out of pledges to a public utility or deposits under workers' compensation laws, unemployment insurance, old age pensions any municipality or governmental or other social security public authority when required by such utility or retirement benefits, municipality or similar legislation governmental or to secure public or statutory obligations other authority in connection with the operations of the Borrower;; and
(hi) Liens arising under operating agreementssecuring third-party financing for the Projects as contemplated and permitted by Section 8.1(e). Notwithstanding the foregoing, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of if the Borrower shall grant or allow a Lien on any of its Subsidiaries warranted properties or assets in violation of this Section 8.2, then it shall be deemed to have simultaneously granted an equal and ratable Lien on any such properties or assets to and in favor of the Security InstrumentsLender as additional security for the Obligations, to the extent that any such a Lien referred to in this clause does has not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject already been granted to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000Lender.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on lien, security interest, or in other charge or encumbrance, or any other type of preferential arrangement, upon or with respect of to any of its Property properties (including, without limitation, the capital stock of or any other equity interest in any of its Subsidiaries), whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except that in each case to secure or provide for the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist payment of any Debt of any Person (all any of which shall be the foregoing being referred to herein as a "Permitted LiensLien"):
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided), that, the Debt secured by such Liens other than (i) was incurred solely for the purpose of financing the acquisition of Liens imposed by law, such equipmentas carriers', warehousemen's and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment mechanics' Liens and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
business; (hii) Liens arising under operating agreementsthe Indenture; (iii) "permitted liens", unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary as such term is defined in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests Indenture; (iv) other Liens permitted by Section 6.02(e) of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
Credit Agreement; (i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(kv) Liens on cash the capital stock of or securities pledged any other equity interest in any of the Guarantor's Subsidiaries or any such Subsidiary's assets to secure the payment and performance of bidsDebt obligations in connection with any project financing for such Subsidiary (provided that the obligee of such obligations shall have no recourse to the Guarantor to satisfy such obligations, tendersother than pursuant to any such Liens on the Guarantor's equity interests in its Subsidiaries), performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not (vi) Liens created in connection with the borrowing acquisition by Subsidiaries of money;
(l) assets and the continuation of such Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback connection with respect to money or instruments of any refinancing of the Company Group on deposit with or in possession of Debt secured by such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) Liens, provided such Liens are limited to insurance policies with respect to which such premiums are financed, the assets so acquired; and (iivii) Liens on the assets and/or rights to receive income of any Person that exist at the time such Person becomes a Subsidiary and the continuation of such Liens in connection with any refinancing or restructuring of the obligations secured by such Liens do not exceed $500,000 in Liens; provided, however, that, notwithstanding the aggregate;
(o) Subject to paragraphs (c) foregoing, if both before and (d) after giving effect thereto no Unmatured Default or Event of this Section 6.01Default shall have occurred and be continuing, non-consensual statutory Liens on pipeline Commonwealth may sell, pledge or pipeline facilities, Hydrocarbons or Properties otherwise dispose of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000its accounts receivable.
Appears in 1 contract
Liens, Etc. The Borrower shall will not create, assume, incur, incur or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, incur or suffer to exist, any Lien on or in respect of -57- any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, assume or suffer to exist (all of which shall be referred to as "Permitted Liens")::
(a) Liens in favor of the Agent for the benefit of the Banks securing the Obligations;
(b) purchase money Liens for taxes, assessments or purchase money security interests upon governmental charges or in any equipment acquired or held by levies on Property of the Borrower or any of its Subsidiaries Guarantor to the extent not required to be paid pursuant to Sections 5.1 and 5.4;
(c) imposed by law, such as landlords', carriers', warehousemen's and mechanics' liens and other similar Liens arising in the ordinary course of business prior to securing obligations which are not overdue for a period of more than 30 days or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) which are being contested in good faith and by appropriate proceedings, proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower and such reserve as may be required by GAAP shall have been made thereforits Subsidiaries in accordance with GAAP;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits (i) under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation legislation, bonds or letters of credit or (ii) to secure public or statutory obligations of the BorrowerBorrower or any of its Subsidiaries;
(he) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of existing on Property acquired by the Borrower or any of its Subsidiaries warranted in the Security Instrumentsordinary course of business, each of which Liens (i) attached prior to the extent that Borrower's or such Subsidiary's acquisition of such Property, (ii) was not created in contemplation of or in connection with such acquisition, and (iii) secures only the Indebtedness of the owner of such Property at the time of the attachment of such Lien, the aggregate of which Indebtedness at any time outstanding secured by all such Lien Liens, when aggregated with all other Indebtedness referred to in this clause does Section 6.1(k) at any time outstanding secured by the Liens referred to therein, shall not materially impair exceed $40,000,000 at any time outstanding, exclusive of Liens affecting Property which secure only Indebtedness which has remained outstanding less than 180 days after the use date of the Property covered by such Lien for the purposes for which acquisition of such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject theretoits Subsidiaries;
(if) securing Indebtedness existing on the Effective Date and listed on the attached Schedule 6.1; provided that the Indebtedness secured by such Liens shall not be renewed, refinanced or extended if the amount of such Indebtedness so renewed, refinanced or extended is greater than the outstanding amount of such Indebtedness on the Closing Date;
(g) constituting easements, rights-of-way, restrictions and other similar encumbrancesencumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and minor defects which do not in any case materially detract from the chain value of title that are customarily accepted in the oil and gas financing industry, none of which Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary or materially detract of its Subsidiaries;
(h) arising from the value or use of the litigation and which are effectively stayed from execution and would not otherwise cause a Default to occur;
(i) on real Property securing surety bonds in an amount not to which they applyexceed $20,000,000;
(j) constituting purchase money Liens in favor of landlords or lessors under operating leases or securing purchase money Indebtedness (including, without limitation, Capital Leases of a Loan Party; Leases) permitted by Section 6.15(d), provided that (i) any Property subject to such purchase money Lien is acquired by the Borrower or any of its Subsidiaries, (ii) such Lien on such Property attaches concurrently with or within 120 days after the acquisition of such Property and (iii) such Lien shall secure only attach solely to such Property so acquired and the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 belowproceeds thereof;
(k) Liens permitted by Section 6.15(c) existing on cash Property acquired by the Borrower or securities pledged to secure performance any of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not its Subsidiaries in connection with an Acquisition Expenditure permitted pursuant to Section 6.16, each of which Liens (i) attached prior to the borrowing Borrower's or such Subsidiary's acquisition of money;such Property, (ii) was not created in contemplation of or in connection with such Person becoming a Subsidiary, and (iii) secures only Indebtedness permitted by Section 6.15(c), the aggregate of which Indebtedness at any time outstanding secured by all such Liens, when aggregated with all other Indebtedness referred to in Section 6.1(e) at any time outstanding secured by the Liens referred to therein, shall not exceed $40,000,000 at any time outstanding, exclusive of Liens affecting Property which secure only Indebtedness which has remained outstanding less than 180 days after the date of the acquisition of such Property by the Borrower or any of its Subsidiaries; and
(l) Liens on certain Receivables of any Intermodal Subsidiary, in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of railroad company which secures the Company Group on deposit with or in possession obligations of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject Intermodal Subsidiary to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not railroad company in connection with rail shipments with such railroad company contracted for by such Intermodal Subsidiary for the borrowing benefit of money;
(p) the obligors of such Receivables which Liens secure only Indebtedness described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in Section 6.1(l), the ordinary course aggregate of business securing Debt in an aggregate principal amount which Indebtedness at any time outstanding secured by all such Liens shall not to exceed $250,0003,000,000.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its their respective Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, except that other than the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist following (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing created pursuant to the ObligationsLoan Documents;
(b) purchase money Liens or purchase money security interests upon or existing on the date hereof, as set forth in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountSchedule 8.01 hereto;
(c) Liens for taxes, assessments, assessments or other governmental charges or levies to the extent that the payment thereof shall not yet due or that be required by Section 7.02 hereof;
(provided foreclosured) Liens created by operation of law other than Environmental Liens, salesuch as materialmen's liens, or mechanics' liens and other similar proceedings shall liens, arising in the ordinary course of business which secure amounts not have been initiated) overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(de) deposits, pledges or Liens (other than Liens arising under ERISA) securing (1) obligations incurred in favor respect of vendorsworkers' compensation, carriersunemployment insurance or other forms of governmental insurance or benefits, warehousemen(2) the performance of bids, repairmentenders, mechanicsleases, workmen, materialmen, suppliers, laborers, constructioncontracts (other than for the payment of money) and statutory obligations, or similar (3) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens arising by operation of law are incurred or otherwise arise in the ordinary course of business in respect of and secure obligations that which are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made thereforpast due;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls restrictions on production, preferential purchase rights the use of real property and other burdens on or deductions from minor irregularities in the proceeds of production, that title thereto which do not (1) secure Debt obligations for borrowed the payment of money and that are taken into account in computing or (2) materially impair the net revenue interests and working interests value of the such property or its use by a Borrower or any of its Subsidiaries warranted in the Security Instrumentsnormal conduct of such Person's business;
(g) purchase money Liens arising on or purchase money security interests in equipment or real property acquired or held in the ordinary course of its business out securing Indebtedness, provided that the Indebtedness secured by such Liens or security interests shall not exceed the aggregate principal amount of pledges or deposits under workers' compensation laws(1) $75,000,000 from the Closing Date through the first anniversary thereof, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations (2) an additional $45,000,000 from the first anniversary of the BorrowerClosing Date through the second anniversary thereof and (3) an additional $45,000,000 from the second anniversary of the Closing Date through the Termination Date;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject theretosecuring Capitalized Leases;
(i) easementsto the extent the same constitutes Liens, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct interest of the business of consignor in Inventory held by a Borrower or any Subsidiary or materially detract from the value or use of the Property to which they applyon consignment;
(j) Liens in favor on real property of landlords or lessors under operating leases or Capital Leases of a Loan Partythe Borrowers which secure Indebtedness incurred by the Borrowers; provided that (i1) after giving effect to the creation of any such Lien shall secure only Liens and any Sale Lease Back Transaction entered into by a Borrower pursuant to the obligations terms of such Loan Party arising under clause (v) of Section 8.04(b) hereof, the applicable operating lease or Capital Lease, Borrowers own real property with an aggregate book value of not less than $50,000,000 that is free and clear of all Liens other than the Liens described in clauses (c) and (iif) of this Section 8.01 and (2) the Debt under proceeds of the Indebtedness secured by such Capital Leases is permitted under Section 6.02 belowLiens are used for working capital purposes or general corporate purposes, in each case which purposes are not otherwise prohibited by the terms of this Agreement;
(k) Liens on the cash surrender value of life insurance policies owned by a Borrower, provided that the proceeds of the Indebtedness secured by such Liens are used for working capital purposes or securities pledged to secure performance general corporate purposes, in each case which purposes are not otherwise prohibited by the terms of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of moneythis Agreement;
(l) Liens in favor of collecting upon any property or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments assets of any Subsidiary of a Borrower existing at the Company Group on deposit time such Subsidiary is acquired by, merged into or consolidated with a Borrower in accordance with the terms of this Agreement, provided that such Liens were not created in contemplation of any such acquisition, merger or in possession of such bankconsolidation;
(m) Liens on cash and Liquid Investments securing upon any property or assets existing at the performance obligations time such property or assets are acquired by a Borrower, provided that such Liens were not created in contemplation of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);such acquisition; and
(n) Renewals and replacements of the Liens described in favor of Persons financing unpaid insurance premiums so long as clauses (i) such Liens are limited to insurance policies with respect to which such premiums are financedb), and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
g), (o) Subject to paragraphs k), (cl) and (dm) of this Section 6.018.01, non-consensual statutory Liens on pipeline provided that any such renewal or pipeline facilities, Hydrocarbons replacement Lien shall be limited to the property or Properties of assets covered by the Company Group which arise out of operation of law Lien renewed or replaced and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt Indebtedness secured by any such renewal or replacement Lien shall be in an aggregate principal amount at any time outstanding not to exceed $250,000greater than the amount of Indebtedness secured by the Lien renewed or replaced.
Appears in 1 contract
Liens, Etc. The Borrower shall Borrower, the Parent and their respective Subsidiaries will not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, incur or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, assume or suffer to exist (all of which shall be referred to as "Permitted Liens")::
(a) Liens securing the Obligations;
(b) purchase money Liens for taxes, assessments or purchase money security interests upon governmental charges or in any equipment acquired or held by levies on Property of the Borrower or any of its Subsidiaries in Guarantor to the ordinary course of business prior extent not required to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountbe paid pursuant to Sections 5.03;
(c) Liens for taxesimposed by law (such as landlords', assessmentscarriers', warehousemen's and mechanics' liens or other governmental charges or levies not yet due or that otherwise arising from litigation) (provided foreclosure, sale, or other similar proceedings shall not have been initiatedi) which are being contested in good faith and by appropriate proceedings, and such reserve as may be required by (ii) with respect to which reserves in conformity with GAAP shall have been made thereforprovided, (iii) which have not resulted in any Collateral being in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) neither the Administrative Agent nor any Lender could become subject to any civil fine or penalty or criminal fine or penalty, in each case, as a result of non-payment of such charge or claim and (v) such contest does not, and could not reasonably be expected to, result in a Material Adverse Change;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in on leased personal property to secure solely the ordinary course of business in respect of lease obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, associated with such reserve as may be required by GAAP shall have been made thereforproperty;
(e) Liens to operators and non-operators under joint operating agreements arising on the Property of or Ownership Interests in the ordinary course a Permitted Other Subsidiary securing Indebtedness set forth in paragraph (b) of the business definition of the Borrower or the relevant "Permitted Other Indebtedness" incurred by such Permitted Other Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if the extent such reserve as may be required by GAAP shall have been made thereforIndebtedness is permitted pursuant to the provisions of Section 6.02;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account Ownership Interests in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instrumentsan Unconsolidated Entity securing Permitted Non-Recourse Unconsolidated Entity Indebtedness incurred by such Unconsolidated Entity;
(g) Liens arising in granted to the ordinary course owner of business out of pledges or deposits under workers' compensation lawsa Hospitality Property subject to a Permitted Property Agreement on the accounts receivable, unemployment insuranceinventory, old age pensions cash or other social security property owned by the Borrower or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower's Subsidiary in connection with such Hospitality Property;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and on the Collateral (or on other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests assets of the Borrower or any of Parent and its Subsidiaries warranted in which are approved by the Administrative Agent as additional security for the Obligations) to secure Additional Designated Senior Indebtedness, PROVIDED that such Liens (i) also secure the Obligations on an equal and ratable basis with such Indebtedness, and (ii) if not already granted by the Security InstrumentsDocuments, then are granted pursuant to documentation (including documentation granting Liens to secure the Obligations on an equal and ratable basis) reasonably acceptable to the extent that any such Lien referred to in this clause does not materially impair Administrative Agent and the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;Borrower; and
(i) easements, rights-of-rights of way, covenants, restrictions, zoning and similar restrictions and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere charges or encumbrances not interfering with the ordinary conduct of the business of the Borrower or any Subsidiary or its Subsidiaries and which do not detract materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect Owned Hospitality Properties to which such premiums are financed, and (ii) they attach or impair materially the obligations secured use thereof by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline Borrower or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000Borrower's Subsidiaries.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Interstate Hotels & Resorts Inc)
Liens, Etc. The Borrower Guarantor shall not create, assume, incur, create or suffer to exist, or ---------- permit any of its Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to createassign, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except in each case to secure or provide for the payment of any Indebtedness of any Person, if the aggregate amount of the Indebtedness so secured (or for which payment has been provided) would at any time exceed an amount equal to 10% of Consolidated Net Tangible Assets of the Guarantor, provided, however, that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist foregoing shall not apply to: (all of which shall be referred to as "Permitted Liens"):
(ai) Liens securing for current Taxes not delinquent or for Taxes being contested in good faith and by appropriate proceedings, adequate reserves having been provided for the Obligations;
payment thereof in accordance with GAAP, consistently applied, (bii) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries arising in the ordinary course of business prior to or at the time by operation of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely law for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are sums being contested in good faith and by appropriate proceedings, adequate reserves having been provided for the payment thereof in accordance with GAAP, consistently applied, or for sums not due, and such reserve as may be required by GAAP shall have been made therefor;
in either case not involving any deposits or advances for borrowed money or the deferred purchase price of property or services, (diii) Liens in favor connection with the acquisition of vendorsfixed assets after the date hereof and attaching only to the property being acquired, carriers(iv) Liens incurred in the ordinary course of business in connection with workers' compensation, warehousemenunemployment insurance or other forms of governmental insurance or benefits, repairmen(v) mechanics', mechanics, workmenworkers', materialmen, suppliers, laborers, construction, or similar 's and other like Liens arising by operation of law in the ordinary course of business in respect of obligations that which are not yet due delinquent or that which are being contested in good faith and by appropriate proceedings, providedadequate reserves having been provided for the payment thereof in accordance with GAAP, thatconsistently applied, such reserve as may be required by GAAP shall have been made therefor;
(evi) Liens to operators and non-operators under joint operating agreements arising in the ordinary course on assets of the business any Subsidiary of the Borrower existing at the time such Person becomes a Subsidiary (other than any such Lien created in contemplation of becoming a Subsidiary); (vii) any Lien securing Indebtedness that was incurred prior to or during construction or improvement of property for the relevant Subsidiary to secure amounts owing, which amounts are not yet due purpose of financing all or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests part of the Borrower cost of such construction or improvement, provided that the amount of Indebtedness secured by such Lien does not exceed 100% of the fair market value of such property after giving effect to such construction or improvement; (viii) any Lien securing Indebtedness of its Subsidiaries warranted in a Subsidiary owing to the Security Instruments;
Borrower, (gix) Liens arising in the ordinary course of business out of pledges resulting from any extension, renewal or deposits under workers' compensation lawsreplacement (or successive extensions, unemployment insurance, old age pensions renewals or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreementsreplacements), in each case that are customary whole or in the Oil and Gas Business and that are entered into in the ordinary course part, of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that Indebtedness secured by any such Lien referred to in this clause does clauses (vi) and (vii) above so long as (A) the aggregate principal amount of such Indebtedness shall not materially impair increase as a result of such extension, renewal or replacement and (B) Liens resulting from any such extension, renewal or replacement shall cover only such property which secured the use Indebtedness that is being extended, renewed or replaced, or (x) Liens on accounts receivable resulting from the sale of the Property covered by such Lien for the purposes for which such Property is held accounts receivable by the Borrower or a Subsidiary of the Borrower, so long as, at any Subsidiary or materially impair time, the value aggregate outstanding amount of such Property subject thereto;
(i) easementscash advanced to the Borrower or such Subsidiary, rights-of-wayas the case may be, and other similar encumbrances, and minor defects in attributable to the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations sale of such Loan Party arising under accounts receivable does not exceed: (A) in fiscal year 2000, US$200,000,000 or (B) in fiscal years after 2000, such greater amount as the applicable operating lease or Capital Lease, Lender and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged Guarantor may agree from time to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000time.
Appears in 1 contract
Sources: Loan Agreement (Steelcase Inc)
Liens, Etc. The Borrower shall will not, and will not permit any Restricted Subsidiary to, directly or indirectly create, assume, incur, or suffer to exist, assume or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, exist any Lien on or with respect to any property or asset (including any document or instrument in respect of goods or accounts receivable) of the Borrower or any of its Property Restricted Subsidiary, whether now owned or held or hereafter acquired, or assign any right to receive incomeincome or profits therefrom (whether or not provision is made for the equal and ratable securing of the Facilities Obligations in accordance with the provisions of Section 6.14), except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):except:
(a) Liens securing for taxes, assessments or other governmental charges the Obligationspayment of which is not at the time required by Section 6.09;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries landlords and carriers, vendors, warehousemen, mechanics, materialmen, repairmen and other like Liens incurred in the ordinary course of business prior to for sums not yet due or the payment of which is not at the time required by Section 6.09, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate deferred purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountproperty;
(c) Liens for taxes, assessments, (other than any Lien imposed by ERISA) incurred or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been deposits made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business (i) in respect connection with workers' compensation, unemployment insurance and other types of obligations social security or (ii) to secure (or to obtain letters of credit that are secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not yet due incurred or that are being contested made in good faith by appropriate proceedingsconnection with the borrowing of money, providedthe obtaining of advances or credit or the payment of the deferred purchase price of property;
(d) any attachment or judgment Lien, thatunless the judgment it secures shall not, such reserve as may be required by GAAP shall within 60 days after the entry thereof, have been made therefordischarged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after expiration of any such stay;
(e) Liens leases or subleases granted to operators others, easements, rights-of-way, restrictions and non-operators under joint operating agreements arising other similar charges or encumbrances, which, in each case are granted, entered into or created in the ordinary course of the business of the Borrower or the relevant any Restricted Subsidiary to secure amounts owing, and which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of the Borrower or any Subsidiary or materially detract from the value or use of the Property to which they applyRestricted Subsidiary;
(jf) Liens on property or assets of any Restricted Subsidiary securing Indebtedness of such Restricted Subsidiary owing to the Borrower or any other Restricted Subsidiary;
(g) Liens created by any of the Collateral Documents securing the Facilities Obligations, the Mortgage Notes and the Parity Debt;
(h) Liens created by any of the Collateral Documents securing Indebtedness incurred in favor accordance with Section 6.01(b), Section 6.01(h) or Section 6.01(j) (but only to the extent such Indebtedness under Section 6.01(j) is incurred to any Lender) or, to the extent incurred to finance the making of landlords capital improvements, repairs and additions to the Borrower's Assets, Section 6.01(f) (but only to the extent such Liens comply with the requirements thereof), provided that (i) such Liens are effected through an amendment to the Collateral Documents to the extent necessary to provide the holders of such Indebtedness equal and ratable security in the property and assets subject to the Collateral Documents with the Secured Parties, (ii) the Collateral Documents are amended to the extent necessary to extend the Lien thereof to any property or lessors under operating leases assets acquired or Capital Leases otherwise financed with the proceeds of such Indebtedness, (iii) the Borrower has delivered to the Trustee an Officers' Certificate demonstrating that the principal amount of such Indebtedness does not exceed the lesser of the cost to the Borrower of such property or assets and the fair market value of such property or assets (as determined in good faith by the General Partner) and to the effect that the amendments to the Collateral Documents required by this Section 6.02(h) and the filing and recordation of such amendments and related supplements will not have a Material Adverse Effect and that such incurrence of Indebtedness pursuant to Section 6.01(b), Section 6.01(f), Section 6.01(h) or Section 6.01(j), as the case may be, complies in all respects with the requirements of such Section and (iv) the Borrower has delivered to the Trustee an opinion of counsel reasonably satisfactory to the Trustee to the effect that the Lien of the Collateral Documents has attached and is perfected with respect to such additional property and assets;
(i) Liens existing on any property of a Loan Partynewly-acquired Restricted Subsidiary at the time of acquisition or existing prior to the time of acquisition (and not created in anticipation of such acquisition) upon any property acquired by the Borrower or any Restricted Subsidiary; provided that (i) any such Lien shall secure only be confined solely to the obligations item or items of property so acquired and, if required by the terms of the instrument originally creating such Loan Party arising under the applicable operating lease Lien, other property which is an improvement to or Capital Leaseis acquired for specific use in connection with such acquired property, and (ii) the Debt under Indebtedness secured by any such Capital Leases Lien is permitted under Section 6.02 below6.01(f) or (g) and, in the case of any such Indebtedness incurred under Section 6.01(f), the total principal amount thereof is no greater than the excess, if any, of such amount over the aggregate amount of the unused Tranche B Revolving Credit Commitments on the date of incurrence thereof, (iii) the principal amount of the Indebtedness secured by any such Lien shall at no time exceed an amount equal to the lesser of (A) the cost of such property to the Borrower or such Restricted Subsidiary, as the case may be, and (B) the fair market value of such property (as determined in good faith by the General Partner) at the time of such acquisition by the Borrower or such Restricted Subsidiary, (iv) the aggregate principal amount of all Indebtedness secured by any such Liens shall at no time exceed $5,000,000 and (v) any such Lien shall not have been created or assumed in contemplation of such acquisition of a Restricted Subsidiary or property by the Borrower or any Restricted Subsidiary;
(j) Liens in amounts not exceeding $100,000 incurred, required or provided for under state law in connection with self-insurance arrangements;
(k) Liens on cash arising from or securities pledged constituting encumbrances or exceptions to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject title to the limitations set forth in Section 6.14)Assets expressly permitted by the Collateral Documents;
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, except that other than the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist following (all of which shall be referred to as "Permitted Liens"):
(ai) Liens securing created pursuant to the ObligationsLoan Documents;
(bii) purchase money [Intentionally Omitted];
(iii) Liens for taxes, assessments or purchase money security interests upon governmental charges or levies to the extent that the payment thereof shall not be required by Section 6.01(c) hereof;
(iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising in any equipment acquired the ordinary course of business and securing claims the payment of which shall not be required by Section 6.01(c) hereof;
(v) deposits, pledges or held Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due;
(vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrower or any of its Subsidiaries in the normal conduct of such Person's business;
(vii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business prior to or of the Borrower and its Subsidiaries securing Indebtedness incurred at the time of the Borrower's of, or such Subsidiary's acquisition of such equipment; providedwithin 20 days after, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed provided that the aggregate purchase price principal amount of such equipment, (ii) is secured only by such equipment and not by Indebtedness in any other assets fiscal year of the Borrower and its Subsidiaries, and (iii) is shall not increased in amountexceed $5,000,000;
(cviii) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith securing Capitalized Leases permitted by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.146.02(g);
(nix) Liens in favor of Persons financing unpaid insurance premiums so long as (i) securing Transponder Indebtedness permitted by Section 6.02(b)(ii), provided that such Liens are shall be limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05Transponder Collateral; and
(qx) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000Other Senior Indebtedness.
Appears in 1 contract
Liens, Etc. The Borrower shall Corporation will not create, assume, incur, create or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on Lien, upon or in with respect of to any of its Property properties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except in each case to secure or provide for the payment of any Debt of any Person, unless the Corporation's obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt; provided however that the Borrower and its Subsidiaries may create, incur, assume, or suffer foregoing restriction shall not apply to exist (all of the following Liens which shall be referred to as "Permitted Liens"):are permitted:
(ai) set-off rights, arising by operation of law or under any contract entered into in the ordinary course of business, and bankers' Liens, Liens securing the Obligationsof carriers, warehousemen, mechanics, workmen, employees, materialmen and other Liens imposed by law;
(bii) Liens in favor of the United States of America to secure amounts paid to the Corporation or any of its Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are deposited and (y) supplies covered by such government contracts and material and other property acquired for or allocated to the performance of such government contracts;
(iii) attachment, judgment and other similar Liens arising in connection with legal proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings, and provided that any such judgment does not constitute an Event of Default;
(iv) Liens on accounts receivable resulting from the sale of such accounts receivable;
(v) Liens on assets of any Subsidiary of the Corporation existing at the time such Person becomes a Subsidiary (other than any such Lien created in contemplation of becoming a Subsidiary);
(vi) purchase money Liens or purchase money security interests upon or in any equipment property acquired or held by the Borrower Corporation or any of its Subsidiaries Subsidiary in the ordinary course of business prior to or at secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the property or to secure Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and property (provided that the amount of Debt secured by such Lien does not exceed 100% of the aggregate purchase price of such equipment, property and transaction costs relating to such acquisition) and Liens existing on such property at the time of its acquisition (ii) is secured only by other than any such equipment Lien created in contemplation of such acquisition); and not by any other assets the interest of the Borrower and its Subsidiaries, and (iii) lessor thereof in any property that is not increased in amountsubject to a Capital Lease;
(cvii) Liens, other than Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested described in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
clauses (i) easementsthrough (vi) and in clause (ix), rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and Debt not in connection with the borrowing excess of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate of $75,000,000 principal amount at any time outstanding outstanding;
(viii) Liens resulting from any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (iv), (v) and (vi) so long as (x) the aggregate principal amount of any such Debt shall not increase as a result of any such extension, renewal or replacement and (y) Liens resulting from any such extension, renewal or replacement shall cover only such property which secured the Debt that is being extended, renewed or replaced; and
(ix) Liens on any of the properties described in Schedule III hereto to secure Debt, provided that the amount of such Debt does not exceed $250,000100% of the fair market value of the property encumbered by such Lien at the time such Debt is incurred.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any Significant Subsidiary of its Subsidiaries the Borrower to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property whether now owned properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary of the Borrower), in each case to secure or hereafter acquiredprovide for the payment of Indebtedness, other than (i) liens consisting of (A) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation, (B) deposits in the ordinary course of business to secure, or assign any right in lieu of, surety, appeal, or customs bonds to receive income, except that which the Borrower and its Subsidiaries may createor Significant Subsidiary is a party, incur(C) [reserved], assume(D) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than contracts for the payment of money), or suffer (E) materialmen’s, mechanics’, carriers’, workers’, 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 exist obtain in the release of such Liens; (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing the Obligations;
(bii) purchase money Liens liens or purchase money security interests upon or in any equipment property acquired or held by the Borrower or any of its Subsidiaries Significant Subsidiary in the ordinary course of business prior to or at business, which secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or secure indebtedness incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and property; (iii) is not increased in amount;
(c) Liens for taxes, assessments, existing on property acquired by the Borrower or other governmental charges Significant Subsidiary or levies not yet due on the property of any Person at the time that such Person becomes a direct or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business indirect Significant Subsidiary of the Borrower or Significant Subsidiary or is merged into or consolidated with the relevant Subsidiary Borrower or Significant Subsidiary; provided, in each case, that such Liens were not created to secure amounts owingthe acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by any First Mortgage Indenture, which amounts are not yet due so long as under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or are being contested Unmatured Default; (vi) Liens securing Attributable Securitization Obligations on the assets purported to be sold in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
connection with the applicable Permitted Securitization; (fvii) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls Liens securing Nonrecourse Indebtedness; (viii) Liens on production, preferential purchase rights and other burdens cash or cash equivalents deposited on behalf of or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests pledged to counterparties with respect to Permitted Obligations of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
Significant Subsidiaries; (gix) Liens arising in the ordinary course of business out of pledges on cash or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or cash equivalents to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests defease Indebtedness of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
Subsidiaries; (i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(kx) Liens on cash or securities pledged cash equivalents constituting proceeds from a disposition of assets otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to secure performance the purchaser of bidssuch assets; (xi) Liens securing obligations in respect of pollution control or industrial revenue bonds 71 753190981 or nuclear fuel leases, tendersprovided that such Liens extend to only the equipment, performance bondsproject, surety and appeals bonds, or regulatory compliance nuclear fuel or other obligations assets financed with the proceeds of a like nature incurred in the ordinary course of business and not such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which the borrowing Borrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of money;
the Borrower or Significant Subsidiary other than the assets of the Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (lxiii) Liens created for the sole purpose of refinancing, extending, renewing or replacing in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with whole or in possession of such bank;
(m) Liens on cash and Liquid Investments securing part Indebtedness secured by any Lien referred to in the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as foregoing clauses (i) through (xii); provided, however, that the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) so secured at the time of such Liens are refinancing, extension, renewal or replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline all or pipeline facilities, Hydrocarbons or Properties a part of the Company Group which arise out of operation of law property or Indebtedness that secured the Lien so extended, renewed or replaced (and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000improvements on such property).
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Significant Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Property whether now owned Significant Subsidiaries), in each case to secure or hereafter acquiredprovide for the payment of Indebtedness, other than (i) liens consisting of (A) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation, (B) deposits in the ordinary course of business to secure, or assign any right in lieu of, surety, appeal, or customs bonds to receive income, except that which the Borrower and its Subsidiaries may createor Significant Subsidiary is a party, incur(C) pledges or deposits in the ordinary course of business to secure performance in connection with bids, assumetenders or contracts (other than contracts for the payment of money), or suffer (D) materialmen’s, mechanics’, carriers’, workers’, 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 exist obtain in the release of such Liens; (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing the Obligations;
(bii) purchase money Liens liens or purchase money security interests upon or in any equipment property acquired or held by the Borrower or any of its Subsidiaries Significant Subsidiary in the ordinary course of business prior to or at business, which secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or secure indebtedness incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and property; (iii) is not increased in amount;
(c) Liens for taxes, assessments, existing on the property of any Person at the time that such Person becomes a direct or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business indirect Significant Subsidiary of the Borrower or the relevant Subsidiary Significant Subsidiary; provided that such Liens were not created to secure amounts owingthe acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by the First Mortgage Indenture or the Second Mortgage Indenture, which amounts are not yet due so long as (A) in each case, under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default hereunder or are being contested in good faith by appropriate proceedingsan event which, if with the giving of notice or lapse of time or both, would constitute an Event of Default hereunder and (B) no such reserve as may be required by GAAP Liens shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions apply to assets acquired from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any Significant Subsidiary if such assets were free of its Subsidiaries warranted Liens (other than as a result of a release of such Liens in the Security Instruments;
contemplation of such acquisition) immediately prior to any such acquisition; (gvi) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
securing Stranded Cost Securitization Bonds and (hvii) Liens arising under operating agreementscreated for the sole purpose of extending, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, renewing or replacing in each case that are customary whole or in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or part Indebtedness secured by any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
foregoing clauses (i) easementsthrough (vi); provided, rights-of-wayhowever, that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement, and other similar encumbrancesthat such extension, and minor defects in renewal or replacement, as the chain of title that are customarily accepted in the oil and gas financing industrycase may be, none of which interfere with the ordinary conduct shall be limited to all or a part of the business of Borrower property or Indebtedness that secured the Lien so extended, renewed or replaced (and any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any improvements on such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14property);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Subsidiaries subsidiaries to create, assume, incur, create or suffer to exist, any Lien on lien, security interest or in other charge or encumbrance, or any other type of preferential arrangement, upon or with respect of to any of its Property properties, whether now owned or hereafter acquired, or assign assign, or permit any of its subsidiaries to assign, any right to receive income, except that the Borrower and its Subsidiaries may createin each case to secure any Debt (as defined below) of any Person, incur, assume, or suffer to exist (all of which shall be referred to as "other than “Permitted Liens"):”:
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for those described on Schedule 5.02(a) hereto and renewals and extensions on the purpose of financing same or substantially the acquisition of such equipment, same terms and does not exceed conditions and at no increase in the aggregate purchase price of such equipment, debt or obligation; or
(ii) is secured only by such equipment liens or security interests which are subject to an intercreditor and not by any other assets of the Borrower subordination agreement in form and its Subsidiaries, and substance reasonably acceptable to Lender in Lender’s sole discretion; or
(iii) is not increased the liens or security interests of the Lender in amount;the Security Agreement, Mortgage or otherwise; or
(civ) Liens liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges or levies that are not yet due or that (provided foreclosuremore than 30 days overdue or, saleif the execution thereof is stayed, or other similar proceedings shall not have been initiated) which are being contested in good faith by appropriate proceedings, proceedings diligently pursued and such reserve as may be required by GAAP shall for which adequate reserves have been made therefor;established; or
(dv) Liens in favor liens of vendorswarehousemen, carriers, warehousemen, repairmenlandlords, mechanics, workmen, materialmen, suppliers, laborers, construction, or other similar Liens arising by operation of statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business in respect of obligations that are not yet due or that or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall proceedings diligently pursued and for which adequate reserves have been made therefor;established in accordance with generally accepted accounting principles; or
(evi) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary liens resulting from good faith deposits to secure amounts owingpayments of workmen’s compensation unemployment insurance, which amounts are not yet due or are being contested in good faith by appropriate proceedingsother social security programs or to secure the performance of tenders, if such reserve as may be required by GAAP shall have been made therefor;leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or
(fvii) royaltiesany attachment or judgment lien not constituting an Event of Default; or
(viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or
(ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or
(x) any real estate easements and easements, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights covenants and other burdens on or deductions from the proceeds of production, encumbrances that customarily do not secure Debt affect the marketable title to real estate or materially impair its use; or
(xi) liens for borrowed purchase money security interest in equipment and that are taken into account in computing the net revenue interests and working interests of the Borrower vehicles or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising other property acquired or held in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed an aggregate amount of $250,000100,000.
Appears in 1 contract
Sources: Construction and Term Loan Agreement (Otter Tail Ag Enterprises, LLC)
Liens, Etc. The Borrower Such Loan Party shall not create, incur, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, incur, assume, incur, or suffer to exist, any Lien on lien, security interest, or in other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect of to any of its Property whether now owned or hereafter acquiredproperties of any character (including, or assign without limitation, accounts) (any right to receive income, except that of the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be foregoing being referred to herein as "Permitted Liens"):a “Lien”), excluding, however, from the operation of the foregoing restrictions the Liens created under the Loan Documents and the following:
(a) Liens securing for taxes, assessments or governmental charges or levies to the Obligationsextent not past due;
(b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar Liens arising in the ordinary course of business securing obligations which are not overdue and which have been in existence less than ninety days, or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);
(c) pledges or deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Guarantor or any Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business;
(d) (i) purchase money Liens or purchase money security interests upon or in any equipment property now owned or hereafter acquired or held by the Borrower Guarantor or any of its Subsidiaries in the ordinary course of business prior (consistent with present practices, it being understood that for purposes of this clause, the purchase, construction or maintenance of generating facilities by the Utilities shall be deemed to or at be in the time ordinary course of business and consistent with present practices) to secure (A) the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the property or (B) Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such equipmentproperty to be subject to such Liens, and does not exceed the aggregate purchase price of such equipment, or (ii) is secured only by Liens existing on any such equipment and not by property at the time of acquisition, or extensions, renewals or replacements of any other assets of the Borrower foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and its Subsidiariesreplacements, modifications and proceeds of such property, and (iii) is no such extension, renewal or replacement shall extend to or cover any property not increased in amounttheretofore subject to the Lien being extended, renewed or replaced;
(ce) Liens on the capital stock of any of the Guarantor’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for taxessuch Subsidiary;
(f) attachment, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, judgment or other similar proceedings shall not have been initiated) Liens arising in connection with court proceedings, provided that the execution or other enforcement of such ▇▇▇▇▇ is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower proceedings or the relevant Subsidiary payment of which is covered in full (subject to secure amounts owing, which amounts are not yet due or are being contested in good faith customary deductible amounts) by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instrumentsinsurance maintained with responsible insurance companies;
(g) Liens arising securing obligations under agreements entered into pursuant to the Iowa Industrial New Jobs Training Act or any similar or successor legislation, provided that such obligations do not exceed $5,000,000 in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borroweraggregate at any one time outstanding;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, created pursuant to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject theretoMortgage Bond Indentures;
(i) easements, rights-of-wayLiens on the ownership interests in, and other similar encumbrancesthe assets of, and minor defects any Foreign Subsidiary to secure not more than $300,000,000 aggregate principal amount of Debt of any Foreign Subsidiary; provided that in the chain of title that are customarily accepted event any such Debt is not denominated in Dollars, the oil and gas financing industry, none of which interfere with the ordinary conduct calculation of the business Dollar equivalent amount of Borrower or any Subsidiary or materially detract from the value or use such Debt shall be made as of the Property to which they applydate of the incurrence of such Lien securing such Debt;
(j) Liens in favor of landlords ▇▇▇▇▇ Fargo Bank, National Association (or lessors any successor thereto), as agent under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall the Master Credit Facility to secure only the obligations of such Loan Party arising under the applicable operating lease Guarantor or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 belowrespective Utilities thereunder;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing sales of moneyassets permitted in Section 7.4 (viii);
(l) Liens in favor of collecting incurred by the Guarantor or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of its Subsidiaries on assets of the Company Group on deposit with Guarantor and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, in possession an aggregate principal amount not to exceed (x) in the case of such bankthe Guarantor and all its Subsidiaries other than the Utilities and their respective Subsidiaries, $100,000,000 outstanding at any one time, and (y) in the case of each Utility and its Subsidiaries, $100,000,000 outstanding at any one time;
(m) Liens on cash and Liquid Investments securing nuclear fuel granted in connection with any financing arrangement for the performance obligations purpose of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14)purchasing or leasing such nuclear fuel;
(n) Liens constituting easements, restrictions and other similar encumbrances arising in favor the ordinary course of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to business, which such premiums are financed, and (ii) in the obligations secured by such Liens aggregate do not exceed $500,000 in materially adversely affect the aggregateGuarantor’s use of its properties;
(o) Subject to paragraphs (c) Liens set forth in Schedule 7.1 hereto, and (d) any extensions, renewals, refinancing or replacements of this Section 6.01, non-consensual statutory any such Liens on pipeline upon or pipeline facilities, Hydrocarbons or Properties of in the Company Group which arise out of operation of law and are not in connection with the borrowing of moneysame property theretofore subject thereto;
(p) Liens described of a collection bank arising under Section 4-210 of the Uniform Commercial Code or similar Lien in Schedule 4.05any foreign jurisdiction on items in the course of collection and normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(q) other Liens securing obligations of the Guarantor and its Subsidiaries not to exceed more than ten percent (10%) of the consolidated tangible assets (valued at book value) of the Guarantor and its Subsidiaries at any time; and
(qr) Liens not otherwise permitted under this Agreement incurred on Eligible Project Assets of IPL or WPL financed through the Title XVII Clean Energy Financing Program; provided that no such Lien shall extend to or cover any property other than Eligible Project Assets of the applicable Utility and proceeds of such property; provided that, for the avoidance of doubt, in no event shall any such Lien extend to or cover any assets of any Utility existing as of the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000Closing Date.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on lien, security interest or in other charge or encumbrance, or any other type of preferential arrangement, upon or with respect of to any of its Property properties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except that the Borrower and its Subsidiaries may createin each case to secure any Debt (as defined below) of any Person, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):other than:
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for those described on Schedule 5.02(a) hereto and renewals and extensions on the purpose of financing same or substantially the acquisition of such equipment, same terms and does not exceed conditions and at no increase in the aggregate purchase price of such equipment, debt or obligation; or
(ii) is secured only by such equipment liens or security interests which are subject to an intercreditor agreement in form and not by any other assets of the Borrower and its Subsidiaries, and substance acceptable to Lender in Lender’s sole discretion; or
(iii) is not increased in amount;the liens or security interests of the Security Agreement; or
(civ) Liens liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges or levies that are not yet due or that (provided foreclosuremore than 30 days overdue or, saleif the execution thereof is stayed, or other similar proceedings shall not have been initiated) which are being contested in good faith by appropriate proceedings, proceedings diligently pursued and such reserve as may be required by GAAP shall for which adequate reserves have been made therefor;established; or
(dv) Liens in favor liens of vendorswarehousemen, carriers, warehousemen, repairmenlandlords, mechanics, workmen, materialmen, suppliers, laborers, construction, or other similar Liens arising by operation of statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business in respect of obligations that are not yet due or that or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall proceedings diligently pursued and for which adequate reserves have been made therefor;established in accordance with GAAP; or
(evi) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary liens resulting from good faith deposits to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds payments of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' workmen’s compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation programs or to secure public the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or statutory obligations contracts (other than for payment of the Borrower;Debt); or
(hvii) Liens any attachment or judgment lien not constituting an Event of Default; or
(viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or
(ix) customary offset rights of brokers and deposit banks arising under operating agreements, unitization and pooling the terms of securities account agreements and ordersdeposit agreements; or
(x) any real estate easements and easements, Farmout agreements, gas balancing agreements covenants and other similar agreements, in each case encumbrances that are customary in customarily do not affect the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, marketable title to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary real estate or materially impair the value of such Property subject thereto;its use; or
(ixi) easementspurchase money security interests in equipment and vehicles, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,00025,000.00 for any single purchase; or
(xii) liens arising under the Gavilon Agreements; or
(xiii) liens arising out of the completion of the Pipeline Project or against the assets of Agrinatural Gas, LLC, which do not impair the Collateral or the Real Property and which do not or would not reasonably have a Material Adverse Effect.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any Significant Subsidiary of its Subsidiaries such Borrower to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property whether now owned properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary of such Borrower), in each case to secure or hereafter acquiredprovide for the payment of Indebtedness, other than (i) liens consisting of (A) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation, (B) deposits in the ordinary course of business to secure, or assign any right to receive incomein lieu of, except that the Borrower and its Subsidiaries may createsurety, incur, assumeappeal, or suffer customs bonds to exist which such Borrower or Significant Subsidiary is a party, (all C) [reserved], (D) pledges or deposits in the ordinary course of which shall be referred business to as "Permitted secure performance in connection with bids, tenders or contracts (other than contracts for the payment of money), or (E) materialmen’s, mechanics’, carriers’, workers’, 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 in the release of such Liens"):
; (a) Liens securing the Obligations;
(bii) purchase money Liens liens or purchase money security interests upon or in any equipment property acquired or held by the such Borrower or any of its Subsidiaries Significant Subsidiary in the ordinary course of business prior to or at business, which secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or secure indebtedness incurred solely for the purpose of 744222473 financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and property; (iii) Liens existing on property acquired by such Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of such Borrower or Significant Subsidiary or is merged into or consolidated with such Borrower or Significant Subsidiary; provided, in each case, that such Liens were not increased in amount;
created to secure the acquisition of such Person; (c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(div) Liens in favor existence on the date of vendorsthis Agreement; (v) Liens created by any First Mortgage Indenture, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation so long as under the terms thereof no “event of law in the ordinary course of business default” (howsoever designated) in respect of obligations that are not yet due any bonds issued thereunder will be triggered by reference to an Event of Default or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
Unmatured Default; (evi) Liens securing Attributable Securitization Obligations on the assets purported to operators and non-operators under joint operating agreements arising be sold in connection with the ordinary course applicable Permitted Securitization; (vii) Liens securing Nonrecourse Indebtedness; (viii) Liens on cash or cash equivalents deposited on behalf of the business or pledged to counterparties with respect to Permitted Obligations of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
Significant Subsidiaries; (gix) Liens arising in the ordinary course on cash or cash equivalents to defease Indebtedness of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the such Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
Subsidiaries; (i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(kx) Liens on cash or securities pledged cash equivalents constituting proceeds from a disposition of assets otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to secure performance the purchaser of bidssuch assets; (xi) Liens securing obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, tendersprovided that such Liens extend to only the equipment, performance bondsproject, surety and appeals bonds, or regulatory compliance nuclear fuel or other obligations assets financed with the proceeds of a like nature incurred in the ordinary course of business and not such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which such Borrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of such Borrower or Significant Subsidiary other than the borrowing assets of money;
such Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (lxiii) Liens created for the sole purpose of refinancing, extending, renewing or replacing in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with whole or in possession of such bank;
(m) Liens on cash and Liquid Investments securing part Indebtedness secured by any Lien referred to in the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as foregoing clauses (i) through (xii); provided, however, that the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) so secured at the time of such Liens are refinancing, extension, renewal or replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline all or pipeline facilities, Hydrocarbons or Properties a part of the Company Group which arise out of operation of law property or Indebtedness that secured the Lien so extended, renewed or replaced (and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000improvements on such property).
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Liens, Etc. The Borrower On and after the date of this Loan Agreement until September 30, 1998 or such later date as any loan hereunder shall not createremain unpaid, assumeMEMC will not, incurunless HC shall otherwise consent in writing, or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on lien, security interest or in other charge or encumbrance, or any other type of preferential arrangement, upon or with respect of to any of its Property properties, whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may createin each case to secure any debt owed to any person or entity, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):other than:
(a) Liens securing the Obligations;
(b) purchase money Liens liens or purchase money security interests upon or in any equipment property acquired or held by the Borrower or any of its Subsidiaries MEMC in the ordinary course of business prior to or at secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed property;
(b) liens or security interests existing on such property at the aggregate purchase price time of its acquisition (other than any such lien or security interest created in contemplation of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountacquisition);
(c) Liens liens for taxes, assessments, or other governmental assessments and government charges or levies to the extent not yet due or that (provided foreclosureto the extent such taxes, sale, assessments or other similar proceedings shall not have been initiated) government charges or levies are being contested in good faith and by proper proceedings and as to which appropriate proceedingsreserves are being maintained, unless and such reserve as may be required by GAAP shall have been made thereforuntil any lien resulting therefrom attaches to MEMC's property and becomes enforceable against its other creditors;
(d) Liens in favor of vendorsliens imposed by law, such as materialmen's, mechanics', carriers', warehousemen, workmens' and repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights 's liens and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens similar liens arising in the ordinary course of business out securing obligations that are not overdue for a period of more than 30 days;
(e) pledges or deposits to secure obligations under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, laws or similar legislation or to secure public or statutory obligations of the Borrowerobligations;
(hf) Liens arising under operating agreementseasements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements rights of way and other similar agreements, in each case encumbrances on title to real property that are customary in do not render title to the Oil and Gas Business and that are entered into property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and
(g) liens incurred or deposits made in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure the performance of letters of credit, bids, tenders, sales contracts, leases, surety, appeal and performance bonds, surety bonds and appeals bonds, or regulatory compliance or other similar obligations of a like nature not incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.
Appears in 1 contract
Liens, Etc. The Borrower shall not createCreate, incur, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, incur, assume, incur, or suffer to exist, any Lien on lien, security interest, or in other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect of to any of its Property whether properties of any character (including, without limitation, accounts) (any of the foregoing being referred to herein as a “Lien”), excluding, however, from the operation of the foregoing restrictions the Liens created under the Loan Documents and the following:
(i) Liens for taxes, assessments or governmental charges or levies to the extent not past due;
(ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar Liens arising in the ordinary course of business securing obligations which are not overdue or which are being contested in good faith, provided that any such contested Lien securing an amount claimed in excess of $5,000,000 shall be fully bonded within 90 days after the imposition of such Lien;
(iii) pledges or deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Borrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business;
(iv) (A) purchase money Liens upon or in property now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior (consistent with present practices, it being understood that for purposes of this clause, the purchase, construction or maintenance of generating facilities by the Utilities shall be deemed to or at be in the time ordinary course of business and consistent with present practices) to secure (1) the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the property or (2) Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such equipmentproperty, and does no such extension, renewal or replacement shall extend to or cover any property not exceed theretofore subject to the aggregate purchase price of such equipmentLien being extended, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountrenewed or replaced;
(cv) Liens on the capital stock of any of the Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for taxessuch Subsidiary;
(vi) attachment, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, judgment or other similar proceedings shall not have been initiated) Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings, and such reserve as may be required proceedings or the payment of which is covered in full (subject to customary deductible amounts) by GAAP shall have been made thereforinsurance maintained with responsible insurance companies;
(dvii) Liens securing obligations under agreements entered into pursuant to the Iowa Industrial New Jobs Training Act or any similar or successor legislation, provided that such obligations do not exceed $5,000,000 in the aggregate at any one time outstanding;
(viii) Liens created pursuant to the Mortgage Bond Indentures;
(ix) Liens on the ownership interests in, and the assets of, any Foreign Subsidiary to secure not more than $300,000,000 aggregate principal amount of Debt of any Foreign Subsidiary; provided that in the event any such Debt is not denominated in Dollars, the calculation of the Dollar equivalent amount of such Debt shall be made as of the date of the incurrence of such Lien securing such Debt;
(x) Liens in favor of vendorsWachovia, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation as agent under the Utility Facilities to secure the obligations of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, respective Utilities under such reserve as may be required by GAAP shall have been made thereforagreements;
(exi) Liens to operators and non-operators under joint operating agreements arising incurred in connection with the ordinary course sales of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested assets permitted in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made thereforSection 5.2(f)(ix);
(fxii) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of Liens incurred by the Borrower or any of its Subsidiaries warranted on assets of the Borrower and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, in an aggregate principal amount not to exceed (x) in the Security Instrumentscase of the Borrower and all its Subsidiaries other than the Utilities and their respective Subsidiaries, $100,000,000 outstanding at any one time, and (y) in the case of each Utility and its Subsidiaries, $100,000,000 outstanding at any one time;
(gxiii) Liens on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel;
(xiv) Liens constituting easements, restrictions and other similar encumbrances arising in the ordinary course of business out of pledges or deposits under workers' compensation lawsbusiness, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of which in the aggregate do not materially adversely affect the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any ’s use of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05properties; and
(qxv) other Liens not otherwise permitted under this Agreement incurred set forth in Schedule II hereto, and any extensions, renewals, refinancing or replacements of any such Liens upon or in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000same property theretofore subject thereto.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assumeCreate, incur, assume or suffer to existexist any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance, or permit any other similar type of preferential arrangement in the nature of a security interest, upon or with respect to any of its Subsidiaries to createproperties or rights, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or collaterally assign any right to receive income, services or property (any of the foregoing being referred to herein as a “Lien”), except that the Borrower and its Subsidiaries may create, incur, assume, or suffer foregoing restrictions shall not apply to exist (all of which shall be referred to as "Permitted Liens")::
(ai) Liens On the property of the Borrower, securing the Obligationsobligations of the Borrower under that certain Indenture and Security Agreement, dated as of July 9, 2009, by and between the Borrower, as issuer, and Deutsche Bank Trust Company Americas, as trustee; provided that such obligations do not exceed $1,400,000,000 in aggregate principal amount;
(bii) for taxes, assessments or governmental charges, levies or fines (including such amounts arising under environmental law) on property of the Borrower or any Material Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without a material penalty, or are being contested in good faith and by appropriate proceedings;
(iii) imposed by law, such as carriers’, warehousemen’s, landlords’, repairmen’s, materialmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business;
(iv) arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, compensation arrangements, supplemental retirement plans not otherwise permitted under clause (xviii) below or other social security or similar legislation;
(v) to secure obligations with respect to (i) bids, tenders, contracts (other than contracts for the repayment of borrowed money), leases, trading contracts, hedge agreements, surety or appeal bonds, performance bonds or similar bonds or other similar obligations made in the ordinary course of business, and (ii) reimbursement obligations in respect of letters of credit issued to support the obligations described in the foregoing clause (i);
(vi) arising out of purchase money mortgages or other Liens or purchase money security interests upon or in any equipment on property acquired or held by the Borrower or any of its Subsidiaries Material Subsidiary in the ordinary course of business prior to or at secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such property to be subject to such Liens, or Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided that no such Lien shall exceed the fair market value of the property acquired (as determined at the time of purchase), or extend to or cover any property other than the property being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced;
(vii) constituting attachment, judgment and other similar Liens arising in connection with court proceedings to the extent not constituting an Event of Default under Section 6.01(g);
(viii) constituting easements, exceptions, restrictions, reservations, zoning restrictions and other similar encumbrances, including for the purposes of roads, sewers, pipelines, transmission lines, distribution lines, transportation lines or removal of minerals or timber or for other like purposes or for the joint or common ownership and/or use of property, rights of way, facilities and/or equipment, and does not exceed defects, irregularities and deficiencies in title of any property and/or rights of way, which in the aggregate purchase price do not materially adversely affect the Borrower’s or any Material Subsidiary’s use of its properties;
(ix) on any assets and revenues of a Person existing at the time such equipment, (ii) Person is secured only by such equipment and not by merged into or consolidated with the Borrower or any other assets of its Subsidiaries or becomes a Subsidiary of the Borrower and or any of its Subsidiaries, and (iii) which Lien is not increased created in amountcontemplation of such event;
(cx) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law created in the ordinary course of business in respect of obligations that are not yet due to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof (whether accrued or that are being contested in good faith by appropriate proceedingsnot), provided, that, such reserve as may be required by GAAP shall have been made thereforrights or claims against an insurer or other similar asset securing insurance premium financings;
(exi) Liens in favor of customs and revenue authorities arising as a matter of law to operators and non-operators under joint operating agreements arising secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
(xii) in the nature of rights of setoff, bankers’ liens, revocation, refund, chargeback, counterclaim, netting of cash amounts or similar rights as to deposit accounts, commodity accounts or securities accounts or other funds maintained with a credit or depository institution;
(xiii) created under Section 6.02(b) on the Cash Collateral Account or on cash collateral accounts established by the Borrower to secure investments and guarantees;
(xiv) to the extent constituting Liens, created in connection with sales, transfers, leases, assignments or other conveyances or dispositions of assets permitted under Section 5.02(c)(i) through (xii), including (x) Liens on assets or securities granted or deemed to arise in connection with and as a result of the execution, delivery or performance of contracts to purchase or sell such assets or securities if such purchase or sale is otherwise permitted hereunder, and (y) rights of first refusal, options or other contractual rights or obligations to sell, assign or otherwise dispose of any interest therein, which rights arise in connection with a sale, transfer or other disposition of assets permitted hereunder;
(xv) to the extent constituting Liens, arising under leases or subleases, licenses or sublicenses granted to others that do not materially interfere with the ordinary course of business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made thereforand its Material Subsidiaries;
(fxvi) royaltiesto the extent constituting Liens, overriding royaltiesresulting from any restriction on any equity interest (or project interest, net profits interests in any energy facility (including undivided interests)) of a Person providing for a breach, production paymentstermination or default under any owners, reversionary participation, shared facility, joint venture, stockholder, membership, limited liability company or partnership agreement between such Person and one or more other holders of equity interest (or project interest, interests in any energy facility (including undivided interests)) of such Person, calls if a security interest or other Lien is created on production, preferential purchase rights and other burdens any such interest as a result thereof;
(xvii) granted on cash or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests cash equivalents to defease or repay Indebtedness of the Borrower or any of its Subsidiaries warranted in no later than 60 days after the Security Instrumentscreation of such Lien;
(gxviii) Liens arising in the ordinary course of business out of pledges or deposits permitted under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the BorrowerSection 5.02(d)(v);
(hxix) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in existing on any asset prior to the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of acquisition thereof by the Borrower or any of its Subsidiaries warranted and not created in the Security Instruments, contemplation of such acquisition;
(xx) to the extent constituting Liens, (A) any right reserved to or vested in any municipality or other governmental or public authority (1) by the terms of any right, power, franchise, grant, license or permit granted or issued to the Borrower or its Subsidiaries or (2) to purchase or recapture or to designate a purchaser of any property of the Borrower or its Subsidiaries; (B) rights reserved to or vested in any municipality or other governmental or public authority to control or regulate any property of the Borrower or its Subsidiaries or to use such property in a manner that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien property for the purposes for which such Property it is held by the Borrower or its Subsidiaries; and (C) Liens securing obligations or duties of the Borrower or its Subsidiaries to any Subsidiary municipality or materially impair other governmental or public authority that arise out of any franchise, grant, license or permit and that affect any property of the value of such Property subject theretoBorrower or its Subsidiaries;
(ixxi) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not created in connection with the borrowing of money;a Permitted Securitization; or
(lxxii) other Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any securing obligations of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash Borrower and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt its Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $250,000100,000,000 at any time outstanding.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assumeCreate, incur, assume or suffer to exist, or permit exist any Lien upon any of its Subsidiaries to createproperty, assumeassets or revenues, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):for:
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies taxes not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) which are being contested in good faith by appropriate proceedings, and provided that adequate reserves with respect thereto are maintained on the books of such reserve Borrower or its Subsidiaries, as the case may be required by GAAP shall have been made thereforbe, in conformity with GAAP;
(dii) Liens in favor of vendors, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, ’s or similar other like Liens arising by operation of law in the ordinary course of business in respect of obligations that which are not yet due overdue for a period of more than 60 days or that which are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(eiii) Liens to operators and non-operators under joint operating agreements arising pledges or deposits in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owingconnection with workers’ compensation, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights unemployment insurance and other burdens on or deductions from the proceeds social security legislation, including any Lien securing letters of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising credit issued in the ordinary course of business out of pledges or in connection therewith and deposits securing liabilities to insurance carriers under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrowerinsurance and self-insurance programs;
(hiv) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged deposits to secure the performance of bids, tenderstrade contracts (other than for borrowed money), performance bondsleases, statutory obligations, surety and appeals appeal bonds, or regulatory compliance or performance bonds and other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of moneybusiness;
(lv) Liens in favor of collecting or payor banks having a right of setoffeasements, revocationrights-of-way, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash restrictions and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of such Borrower or its Subsidiaries;
(vi) attachment, judgment or other similar Liens arising in connection with court or arbitration proceedings to the extent covered by insurance or involving individually or in the aggregate, no more than $50,000,000 at any one time in excess of the applicable insurance coverage, provided that the same are discharged, or that execution or enforcement thereof is stayed pending appeal, within 60 days or, in the case of any stay of execution or enforcement pending appeal, within such lesser time during which such appeal may be taken;
(vii) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business;
(viii) statutory Liens and rights of offset arising in the ordinary course of business of such Borrower and its Subsidiaries;
(ix) Liens on receivables and related assets subject to a Receivable Financing Transaction;
(x) Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and not for speculative purposes, provided that such Liens run in favor of a Lender hereunder or a Person who was, at the time of issuance, a Lender;
(xi) Liens on assets at the time such assets were transferred (whether directly or indirectly) to Borrowers or their Subsidiaries and were not created in anticipation thereof;
(xii) Liens on assets of any Subsidiary of such Borrower (other than, (A) in the case of Cinergy, CG&E, PSI Energy, ULH&P, and (B) in the case of CG&E, ULH&P) created to secure Indebtedness owing by such Subsidiary to such Borrower or to any other Subsidiary of such Borrower;
(xiii) Liens arising in connection with Financing Leases in an aggregate amount not to exceed (A) in the case of Cinergy, $350,000,000, (B) in the case of each of CG&E and PSI Energy, $175,000,00 and (C) in the case of ULH&P, $75,000,000 (determined in accordance with GAAP and in the same manner as the calculation of capitalized leases in a balance sheet of the Borrower);
(xiv) Liens securing Indebtedness incurred to finance or refinance the acquisition of assets acquired by such Borrower or any of its Subsidiaries on or after January 1, 2005, if such Indebtedness is incurred within 90 days following such acquisition; provided that such Liens shall be confined solely to the assets so acquired (and improvements and attachments thereto);
(xv) Liens securing Non-Recourse Debt of any Subsidiary of any Borrower incurred to replace financing provided directly or indirectly by such Borrower to such Subsidiary of such Borrower in the form of inter-company loans or equity contributions, so long as the net proceeds of such Non-Recourse Debt are contributed by such Subsidiary to such Borrower in repayment of such financing provided by such Borrower;
(xvi) Liens on assets existing at the time of the acquisition thereof by such Borrower or any Subsidiary of such Borrower; provided, that such Liens shall be confined solely to the assets so acquired;
(xvii) Liens resulting from legal proceedings being contested in good faith by appropriate proceedings by such Borrower or a Subsidiary of such Borrower and as to which such Borrower or such Subsidiary, as the case may be, shall have set aside on its books appropriate reserves in accordance with (and to the extent required by) GAAP;
(xviii) in the case of each of CG&E, PSI Energy and ULH&P, Liens existing or created under the CG&E First Mortgage Trust Indenture, PSI Energy First Mortgage Trust Indenture or ULH&P First Mortgage Trust Indenture, respectively; and
(xix) extensions, renewals or replacements of Liens permitted by the foregoing clauses (i) - (xviii) above.
(xx) Liens not otherwise permitted by the foregoing clauses of this Section 6.2(a) securing obligations in an aggregate principal or face amount at any time outstanding date not to exceed exceed, (A) in the case of each of Cinergy, CG&E and PSI Energy, $250,000.150,000,000 and (B) in the case of ULH&P, $50,000,000; provided that, no Borrower or any Subsidiary of any Borrower shall create, incur, assume or suffer to exist any Lien upon any of the Capital Stock of CG&E, PSI Energy or ULH&P.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any Significant Subsidiary of its Subsidiaries such Borrower to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property whether now owned properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary of such Borrower), in each case to secure or hereafter acquiredprovide for the payment of Indebtedness, other than (i) liens consisting of (A) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation, (B) deposits in the ordinary course of business to secure, or assign any right to receive incomein lieu of, except that the Borrower and its Subsidiaries may createsurety, incur, assumeappeal, or suffer customs bonds to exist which such Borrower or Significant Subsidiary is a party, (all C) [reserved], (D) pledges or deposits in the ordinary course of which shall be referred business to as "Permitted secure performance in connection with bids, tenders or contracts (other than contracts for the payment of money), or (E) materialmen’s, mechanics’, carriers’, workers’, 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 in the release of such Liens"):
; (a) Liens securing the Obligations;
(bii) purchase money Liens liens or purchase money security interests upon or in any equipment property acquired or held by the such Borrower or any of its Subsidiaries Significant Subsidiary in the ordinary course of business prior to or at business, which secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or secure indebtedness incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and property; (iii) Liens existing on property acquired by such Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of such Borrower or Significant Subsidiary or is merged into or consolidated with such Borrower or Significant Subsidiary; provided, in each case, that such Liens were not increased in amount;
created to secure the acquisition of such Person; (c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(div) Liens in favor existence on the date of vendorsthis Agreement; (v) Liens created by any First Mortgage Indenture, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation so long as under the terms thereof no “event of law in the ordinary course of business default” (howsoever designated) in respect of obligations that are not yet due any bonds issued thereunder will be triggered by reference to an Event of Default or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
Unmatured Default; (evi) Liens securing Attributable Securitization Obligations on the assets purported to operators and non-operators under joint operating agreements arising be sold in connection with the ordinary course applicable Permitted Securitization; (vii) Liens securing Nonrecourse 72 753191373 Indebtedness; (viii) Liens on cash or cash equivalents deposited on behalf of the business or pledged to counterparties with respect to Permitted Obligations of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
Significant Subsidiaries; (gix) Liens arising in the ordinary course on cash or cash equivalents to defease Indebtedness of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the such Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
Subsidiaries; (i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(kx) Liens on cash or securities pledged cash equivalents constituting proceeds from a disposition of assets otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to secure performance the purchaser of bidssuch assets; (xi) Liens securing obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, tendersprovided that such Liens extend to only the equipment, performance bondsproject, surety and appeals bonds, or regulatory compliance nuclear fuel or other obligations assets financed with the proceeds of a like nature incurred in the ordinary course of business and not such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which such Borrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of such Borrower or Significant Subsidiary other than the borrowing assets of money;
such Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (lxiii) Liens created for the sole purpose of refinancing, extending, renewing or replacing in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with whole or in possession of such bank;
(m) Liens on cash and Liquid Investments securing part Indebtedness secured by any Lien referred to in the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as foregoing clauses (i) through (xii); provided, however, that the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) so secured at the time of such Liens are refinancing, extension, renewal or replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline all or pipeline facilities, Hydrocarbons or Properties a part of the Company Group which arise out of operation of law property or Indebtedness that secured the Lien so extended, renewed or replaced (and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000improvements on such property).
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on Lien, security interest or in other charge or encumbrance, or any other type of preferential arrangement, upon or with respect of to any of its Property properties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except that the Borrower and its Subsidiaries may createin each case to secure any Debt of any Person, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):other than:
(a) Liens securing the Obligations;
(bi) purchase money Liens or purchase money security interests upon or in any equipment property acquired or held by the Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business prior to or at secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, property;
(ii) is secured only by Liens or security interests existing on such equipment and not by property at the time of its acquisition (other than any other assets such Lien or security interest created in contemplation of the Borrower and its Subsidiaries, and (iii) is not increased in amountsuch acquisition);
(ciii) Liens for taxes, assessments, or other assessments and governmental charges or levies to the extent not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiatedrequired to be paid under Section 5.01(b) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made thereforhereof;
(div) Liens in favor of vendorsimposed by law, such as materialmen's, mechanics', carriers, warehousemen, repairmen, mechanics', workmen, materialmen, suppliers, laborers, construction, or similar 's and repairmen's Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) similar Liens arising in the ordinary course of business out securing obligations that are not overdue for a period of more than 30 days;
(v) pledges or deposits to secure obligations under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, laws or similar legislation or to secure public or statutory obligations of the Borrowerobligations;
(hvi) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes;
(vii) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into incurred or deposits made in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure the performance of letters of credit, bids, tenders, sales contracts, leases, surety, appeal and performance bonds, surety bonds and appeals bonds, or regulatory compliance or other similar obligations of a like nature not incurred in the ordinary course of business and not in connection with the borrowing of money;; and
(lviii) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any permitted by the Security Agreement and the Pledge Agreement; provided that the aggregate principal amount of the Company Group on deposit with Debt, other indebtedness, taxes, assessments, governmental charges or levies and other obligations secured by the Liens or security interests referred to in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as clauses (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and through (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (dvii) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are 5.02(a) shall not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred exceed $45,000,000 in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000outstanding.
Appears in 1 contract
Sources: Revolving Credit Agreement (Memc Electronic Materials Inc)
Liens, Etc. The Borrower shall not createCreate, incur, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, incur, assume, incur, or suffer to exist, any Lien on lien, security interest, or in other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect of to any of its Property whether properties of any character (including, without limitation, accounts) (any of the foregoing being referred to herein as a “Lien”), excluding, however, from the operation of the foregoing restrictions the Liens created under the Loan Documents and the following:
(i) Liens for taxes, assessments or governmental charges or levies to the extent not past due;
(ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar Liens arising in the ordinary course of business securing obligations which are not overdue and which have been in existence less than ninety days or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);
(iii) pledges or deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Borrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business;
(iv) (A) purchase money Liens upon or in property now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior (consistent with present practices, it being understood that for purposes of this clause, the purchase, construction or maintenance of generating facilities by the Borrower or any of its Subsidiaries shall be deemed to or at be in the time ordinary course of business and consistent with present practices) to secure (1) the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the property or (2) Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such equipmentproperty, and does no such extension, renewal or replacement shall extend to or cover any property not exceed theretofore subject to the aggregate purchase price of such equipmentLien being extended, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountrenewed or replaced;
(cv) Liens on the capital stock of any of the Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for taxessuch Subsidiary;
(vi) attachment, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, judgment or other similar proceedings shall not have been initiated) Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings, and such reserve as may be required proceedings or the payment of which is covered in full (subject to customary deductible amounts) by GAAP shall have been made thereforinsurance maintained with responsible insurance companies;
(dvii) Liens in favor on the ownership interests in, and the assets of, any Foreign Subsidiary of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising the Parent to secure not more than $300,000,000 aggregate principal amount of Debt (inclusive of any such liens held by operation the Parent and IPL) of law any Foreign Subsidiary of the Parent; provided that in the ordinary course event any such Debt is not denominated in Dollars, the calculation of business in respect the Dollar equivalent amount of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve Debt shall be made as may be required by GAAP shall have been made thereforof the date of the incurrence of such Lien securing such Debt;
(eviii) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing sales of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth assets permitted in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.5.2
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its their Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of their Subsidiaries to assign or otherwise transfer, any right to receive income, except that other than the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist following (all of which shall be referred to as "Permitted Liens"):
(ai) Liens securing created pursuant to the ObligationsLoan Documents;
(bii) purchase money Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or purchase money security interests upon replacement Lien shall be limited to the property or in any equipment acquired or held assets covered by the Borrower Lien renewed or any of its Subsidiaries in replaced and the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt Indebtedness secured by any such Liens (i) was incurred solely for renewal or replacement Lien shall be in an amount not greater than the purpose amount of financing Indebtedness secured by the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountLien renewed or replaced;
(ciii) Liens for taxes, assessments, assessments or other governmental charges or levies not yet due or to the extent that (provided foreclosure, sale, or other similar proceedings the payment thereof shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made thereforSection 7.01(c) hereof;
(div) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising created by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, thatleases (other than Liens created under Environmental Laws), such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owinglandlords' liens, which amounts are not yet due or are being contested in good faith by appropriate proceedingsmaterialmen's liens, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights mechanics' liens and other burdens on or deductions from the proceeds of productionsimilar Liens, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out and securing claims the payment of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrowerwhich shall not be required by Section 7.01(c) hereof;
(hv) deposits, pledges or Liens (other than Liens arising under operating agreementsERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unitization unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and pooling agreements and ordersstatutory obligations, Farmout agreementsor (C) obligations on surety or appeal bonds, gas balancing agreements and other similar agreementsbut only to the extent such deposits, in each case that pledges or Liens are customary in the Oil and Gas Business and that are entered into incurred or otherwise arise in the ordinary course of business that and secure obligations which are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject theretopast due;
(ivi) easements, rights-of-way, zoning and similar restrictions and other similar encumbrances, charges and encumbrances on the use of real property and minor defects irregularities in the chain title thereto which do not (A) secure obligations for the payment of title that are customarily accepted money, or (B) materially impair the value of such property or materially impair the use thereof by the Parent or any of its Subsidiaries in the oil and gas financing industry, none of which interfere with the ordinary normal conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they applysuch Person's business;
(jvii) Liens purchase money liens on or purchase money security interests in favor of landlords equipment acquired or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred held in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash Parent and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05its Subsidiaries; and
(qviii) Liens not otherwise securing Capitalized Leases permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000by Section 7.02(g).
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to existexist any Lien, other charge or encumbrance, or permit any other type of preferential arrangement upon or with respect to any of its Subsidiaries to createproperties, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that in each case to secure or provide for the Borrower and its Subsidiaries may createpayment of any Debt of any Person, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):except:
(ai) Liens securing existing prior to the Obligationsdate of this Agreement, provided such Liens have been disclosed to the Bank prior to the date hereof and are not being paid or satisfied by any loans to Borrower or its Affiliates from the Bank, and Liens arising under this Agreement, the Letter of Credit, the Pledge Agreement, the Mortgage, the Assignment of Rents, the Indenture or the Loan Agreement;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for current taxes, assessments, assessments or other governmental charges which are not delinquent or levies not yet due or that (provided foreclosure, saleremain payable without any penalty, or other similar proceedings shall not have been initiated) the validity of which are being contested in good faith by appropriate proceedings, proceedings upon stay of execution of the enforcement thereof and such reserve as may be required by GAAP shall have been made thereforappropriate reserves are set aside therefor and pursuant to and in compliance with the provisions of the Mortgage;
(diii) Liens in favor deposits or pledges to secure:
(A) statutory obligations;
(B) surety or appeal bonds;
(C) bonds for release of vendorsattachment, carriersstay of execution or injunction; or
(D) performance of bids, warehousementenders, repairmen, mechanics, workmen, materialmen, suppliers, laborers, constructioncontracts (other than for the repayment of Debt) or leases, or similar Liens arising by operation for purposes of law like general nature in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made thereforits business;
(eiv) other Liens incidental to operators the conduct of its operations or the ownership or use of its property (including, without limitation, carriers', warehousemen's, vendors' liens, and non-operators under joint operating agreements arising other similar liens) which do not in the ordinary course aggregate materially detract from the value of the property or assets of the Borrower or materially impair its use in the operation of the business of the Borrower or Borrower, and which encumber only the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations personal property of the Borrower;
(hv) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests any Lien placed upon any personal property of the Borrower to secure or any provide the payment of its Subsidiaries warranted in all or part of the Security Instruments, to the extent purchase price of such property; provided that any such Lien referred to in this clause does shall not materially impair the use encumber any other property of the Property covered by such Lien for Borrower other than the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, property so acquired and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; further provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety incurred after the date hereof and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do thereby shall not exceed $500,000 750,000.00 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(pvi) Liens described in Schedule 4.05permitted under Section 2.5(c) above; and
(qvii) Liens not otherwise any Lien renewing, extending or refunding any Lien existing on the date hereof or permitted under this Agreement incurred in by clauses (i) through (vi) above, provided that the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding secured is not increased, and the Lien is not extended to exceed $250,000other property.
Appears in 1 contract
Sources: Reimbursement Agreement (Kv Pharmaceutical Co /De/)
Liens, Etc. The In the case of the Borrower shall not and each of the Restricted Subsidiaries, create, assume, incur, or suffer to exist, assume or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, exist any Lien on any property or in respect assets (including stock or other securities of any of its Property whether Person, including any Subsidiary) now owned or hereafter acquired, or assign or convey any right rights to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; providedfuture revenue, that, the Debt secured by such Liens except:
(i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other Liens on property or assets of the Borrower and its Subsidiaries, Subsidiaries existing on the date hereof and (iiiA) is disclosed in the financial statements referred to in Section 4.01(e) or (B) securing Debt in an aggregate principal amount not increased in amountexcess of $50,000,000; provided that such Liens shall secure only those obligations which they secure on the date hereof;
(cii) Liens for taxes, assessments, any Lien existing on any property or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith asset prior to the acquisition thereof by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary any Subsidiary; provided that (A) such Lien is not created in contemplation of or in connection with such acquisition and (B) such Lien does not apply to secure amounts owing, which amounts are not yet due any other property or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests assets of the Borrower or any of its Subsidiaries warranted in the Security InstrumentsSubsidiary;
(giii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business out and securing obligations that are not due or which are otherwise allowed in accordance with the provisions of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the BorrowerSection 5.01(b);
(hiv) Liens arising under operating agreements, unitization pledges and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into deposits made in the ordinary course of business that are taken into account in computing the net revenue interests compliance with workmen’s compensation, unemployment insurance and working interests of the Borrower other social security laws or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject theretoregulations;
(iv) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged deposits to secure the performance of bids, tenderstrade contracts (other than for Debt), performance bondsleases (other than Capital Lease Obligations), statutory obligations, surety and appeals appeal bonds, or regulatory compliance or performance bonds and other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of moneybusiness;
(lvi) Liens in favor zoning restrictions, easements, rights-of-way, restrictions on use of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash real property and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(vii) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary that are created or incurred contemporaneously with acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement (but no other amounts); provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary;
(viii) Liens securing the payment of taxes, assessments and governmental charges or levies, either (A) not delinquent or (B) permitted in accordance with Section 5.01(b);
(ix) Liens on the property or assets of any Subsidiary in favor of the Borrower or another Subsidiary;
(x) extensions, renewals and replacements of Liens referred to in subsections (b)(i) through (b)(ix) of this Section 5.02; provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced;
(xi) Liens in connection with Debt permitted to be incurred pursuant to subsections (a) and (c) of this Section 5.02;
(xii) Liens in connection with Debt incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance and other social security laws or regulations;
(xiii) any attachment or judgment Lien not in excess of $50,000,000 unless (A) enforcement proceedings shall have been commenced by any creditor upon such attachment or judgment or (B) there shall be any period of 45 consecutive days during which a stay of enforcement of such attachment or judgment, by reason of a pending appeal or otherwise, shall not be in effect;
(xiv) other Liens securing Debt in an aggregate principal amount not to exceed 1% of Consolidated Net Worth at any time outstanding not to exceed $250,000outstanding; and
(xv) Liens arising in connection with rights of setoff that commercial banks and other financial institutions obtain against monies, securities or other properties of the Borrower and its Restricted Subsidiaries in possession of or on deposit with such banks or financial institutions, whether in general or special deposit accounts or held for safekeeping, transmission, collection or otherwise; and
(xvi) Liens on aircraft, airframes or aircraft engines, aeronautic equipment or computers and electronic data processing equipment.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):exist:
(a) Liens securing the Obligations;
(b) Liens securing the Subordinated Debt to the extent permitted under the Subordination and Intercreditor Agreement;
(c) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's ’s or such Subsidiary's ’s acquisition of such equipment; provided, that, provided that the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(cd) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(de) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, provided that such reserve as may be required by GAAP shall have been made therefor;
(ef) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(fg) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(gh) Liens arising in the ordinary course of business out of pledges or deposits under workers' ’ compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(hi) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil oil, gas and Gas Business mineral production business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;; and
(ij) easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.
Appears in 1 contract
Liens, Etc. The Borrower shall Corporation will not create, assume, incur, create or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on Lien, upon or in with respect of to any of its Property properties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except in each case to secure or provide for the payment of any Debt of any Person, unless the Corporation's obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt; provided however that the Borrower and its Subsidiaries may create, incur, assume, or suffer foregoing restriction shall not apply to exist (all of the following Liens which shall be referred to as "Permitted Liens"):are permitted:
(ai) set-off rights, arising by operation of law or under any contract entered into in the ordinary course of business, and bankers' Liens, Liens securing the Obligationsof carriers, warehousemen, mechanics, workmen, employees, materialmen and other Liens imposed by law;
(bii) Liens in favor of the United States of America to secure amounts paid to the Corporation or any of its Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are deposited and (y) supplies covered by such government contracts and material and other property acquired for or allocated to the performance of such government contracts;
(iii) attachment, judgment and other similar Liens arising in connection with legal proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings, and provided that any such judgment does not constitute an Event of Default;
(iv) Liens on accounts receivable resulting from the sale of such accounts receivable;
(v) Liens on assets of any Subsidiary of the Corporation existing at the time such Person becomes a Subsidiary (other than any such Lien created in contemplation of becoming a Subsidiary);
(vi) purchase money Liens or purchase money security interests upon or in any equipment property acquired or held by the Borrower Corporation or any of its Subsidiaries Subsidiary in the ordinary course of business prior to or at secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the property or to secure Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and property (provided that the amount of Debt secured by such Lien does not exceed 100% of the aggregate purchase price of such equipment, property and transaction costs relating to such acquisition) and Liens existing on such property at the time of its acquisition (ii) is secured only by other than any such equipment Lien created in contemplation of such acquisition); and not by any other assets the interest of the Borrower and its Subsidiaries, and (iii) lessor thereof in any property that is not increased in amountsubject to a Capital Lease;
(cvii) Liens, other than Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested described in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
clauses (i) easementsthrough (vi) and in clause (ix), rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and Debt not in connection with the borrowing excess of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate of $5,000,000 principal amount at any time outstanding outstanding;
(viii) Liens resulting from any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (iv), (v) and (vi) so long as (x) the aggregate principal amount of any such Debt shall not increase as a result of any such extension, renewal or replacement and (y) Liens resulting from any such extension, renewal or replacement shall cover only such property which secured the Debt that is being extended, renewed or replaced; and
(ix) Liens on any of the properties described in Exhibit G hereto to secure Debt, provided that the amount of such Debt does not exceed $250,000100% of the fair market value of the property encumbered by such Lien at the time such Debt is incurred.
Appears in 1 contract
Liens, Etc. The Borrower shall will not create, assume, incur, incur or suffer to exist, or permit any of its Subsidiaries (except for Permitted Other Subsidiaries) to create, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, assume or suffer to exist (all of which shall be referred to as "Permitted Liens")::
(a) Liens securing the Obligations;
(b) purchase money Liens for taxes, assessments or purchase money security interests upon governmental charges or in any equipment acquired or held by levies on Property of the Borrower or any of its Subsidiaries in Guarantor to the ordinary course of business prior extent not required to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountbe paid pursuant to Sections 5.03;
(c) Liens for taxesimposed by law (such as landlords', assessmentscarriers', warehousemen's and mechanics' liens or other governmental charges or levies not yet due or that otherwise arising from litigation) (provided foreclosure, sale, or other similar proceedings shall not have been initiateda) which are being contested in good faith and by appropriate proceedings, and such reserve as may be required by (b) with respect to which reserves in conformity with GAAP shall have been made thereforprovided, (c) which have not resulted in any Hotel Property being in jeopardy of being sold, forfeited or lost during or as a result of such contest, (d) neither the Administrative Agent nor any Bank could become subject to any civil fine or penalty or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (e) such contest does not, and could not reasonably be expected to, result in a Material Adverse Change;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in on leased personal property to secure solely the ordinary course of business in respect of lease obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, associated with such reserve as may be required by GAAP shall have been made thereforproperty;
(e) Liens securing Secured Recourse Indebtedness and Secured Non-Recourse Indebtedness permitted pursuant to operators and non-operators under joint operating agreements arising in the ordinary course provisions of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;Section 6.02; and
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital LeaseNew York Mortgages; provided, and no New York Mortgage shall be permitted hereunder unless the Administrative Agent is a “Qualified Unsecured Lender” (ii) the Debt under as such Capital Leases term is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred defined in the ordinary course of business and not in connection with the borrowing of money;
(lExisting Revolving Credit Agreement) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments such New York Mortgage for purposes of any Section 9.01(f) of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000Existing Revolving Credit Agreement.
Appears in 1 contract
Sources: Senior Unsecured Term Loan Agreement (LaSalle Hotel Properties)
Liens, Etc. The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):exist:
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or specified in any equipment acquired or held the attached Schedule 6.1 on the Property owned by the Borrower or any of and its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, which is specified therein securing only the Debt disclosed to be secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amounttherein;
(c) Liens securing purchase money indebtedness permitted under Section 6.2(c), provided that each such Lien encumbers only the property acquired in connection with the creation of any such purchase money indebtedness;
(d) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, distraint, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(de) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, provided such reserve as may be required by GAAP shall have been made therefor;
(ef) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any the relevant Subsidiary or materially detract from the value or use of the Property to which they apply;
(jh) Liens of record under terms and provisions of the leases, unit agreements, assignments, and other transfer of title documents in favor the chain of landlords title under which the Borrower or lessors under operating leases or Capital Leases of a Loan Party; provided that the relevant Subsidiary acquired the Property, which have been disclosed to the Agent;
(i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety plugging and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05abandonment obligations; and
(qj) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt to secure surety bonds in an aggregate principal amount at any time outstanding not to exceed $250,00010,000,000.
Appears in 1 contract
Sources: Credit Agreement (Stone Energy Corp)
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on lien, security interest or in other charge or encumbrance, or any other type of preferential arrangement, upon or with respect of to any of its Property properties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except that the Borrower and its Subsidiaries may createin each case to secure any Debt (as defined below) of any Person, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):other than:
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for those described on Schedule 5.02(a) hereto and renewals and extensions on the purpose of financing same or substantially the acquisition of such equipment, same terms and does not exceed conditions and at no increase in the aggregate purchase price of such equipment, debt or obligation; or
(ii) is secured only by such equipment liens or security interests which are subject to an intercreditor agreement in form and not by any other assets of the Borrower and its Subsidiaries, and substance acceptable to Lender in Lender’s sole discretion; or
(iii) is not increased in amount;the liens or security interests of the Security Agreement; or
(civ) Liens liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges or levies that are not yet due or that (provided foreclosuremore than 30 days overdue or, saleif the execution thereof is stayed, or other similar proceedings shall not have been initiated) which are being contested in good faith by appropriate proceedings, proceedings diligently pursued and such reserve as may be required by GAAP shall for which adequate reserves have been made therefor;established; or
(dv) Liens in favor liens of vendorswarehousemen, carriers, warehousemen, repairmenlandlords, mechanics, workmen, materialmen, suppliers, laborers, construction, or other similar Liens arising by operation of statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business in respect of obligations that are not yet due or that or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall proceedings diligently pursued and for which adequate reserves have been made therefor;established in accordance with GAAP; or
(evi) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary liens resulting from good faith deposits to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds payments of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' workmen’s compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation programs or to secure public the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or statutory obligations contracts (other than for payment of the Borrower;Debt); or
(hvii) Liens any attachment or judgment lien not constituting an Event of Default; or
(viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or
(ix) customary offset rights of brokers and deposit banks arising under operating agreements, unitization and pooling the terms of securities account agreements and ordersdeposit agreements; or
(x) any real estate easements and easements, Farmout agreements, gas balancing agreements covenants and other similar agreements, in each case encumbrances that are customary in customarily do not affect the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, marketable title to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary real estate or materially impair the value of such Property subject thereto;its use; or
(ixi) easementspurchase money security interests in equipment and vehicles, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,00025,000.00 for any single purchase; or
(xii) liens arising under the Gavilon Agreements and subject to the Gavilon Intercreditor Agreement; or
(xiii) liens securing the Interim Subordinated Debt and subject to the Interim Subordianted Debt Intercreditor Agreement; or
(xiv) liens securing the Indenture Subordinated Debt and subject to the Indenture Subordinated Debt Intercreditor Agreement.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Subsidiaries subsidiaries to create, assume, incur, create or suffer to exist, any Lien on lien, security interest or in other charge or encumbrance, or any other type of preferential arrangement, upon or with respect of to any of its Property properties, whether now owned or hereafter acquired, or assign assign, or permit any of its subsidiaries to assign, any right to receive income, except that the Borrower and its Subsidiaries may createin each case to secure any Debt of any Person, incurother than (collectively, assume, or suffer to exist (all of which shall be referred to as "“Permitted Liens"”):
(ai) Liens securing those described on Schedule 5.02(a) hereto and renewals and extensions of the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by same on substantially the Borrower or any of its Subsidiaries same terms and conditions and at no increase in the ordinary course of business prior to debt or at the time of the Borrower's or such Subsidiary's acquisition of such equipmentobligation; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, or
(ii) is secured only by such equipment and not by any other assets the liens or security interests of the Borrower and its SubsidiariesAgent in the Security Agreement, and Mortgage or otherwise; or
(iii) is not increased in amount;
liens (cother than liens relating to environmental liabilities or ERISA) Liens for taxes, assessments, or other governmental charges or levies that are not yet due or that more than thirty (provided foreclosure30) days overdue or, saleif the execution thereof is stayed, or other similar proceedings shall not have been initiated) which are being contested in good faith by appropriate proceedings, proceedings diligently pursued and such reserve as may be required by GAAP shall for which adequate reserves have been made therefor;established in accordance with GAAP; or
(div) Liens in favor liens of vendorswarehousemen, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, constructionlandlords, or other similar Liens arising by operation of statutory or common law liens securing obligations that are incurred in the ordinary course of business in respect of obligations that are not yet due or that or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall proceedings diligently pursued and for which adequate reserves have been made therefor;established in accordance with GAAP; or
(ev) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary liens resulting from good faith deposits to secure amounts owing, which amounts are not yet due payments of worker’s compensation or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation programs or to secure public the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or statutory obligations contracts (other than for payment of the Borrower;Debt); or
(hvi) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course any attachment or judgment lien not constituting an Event of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;Default; or
(ivii) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas liens arising from filing UCC financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;statements regarding leases not prohibited by this Agreement; or
(jviii) Liens in favor customary offset rights of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party brokers and deposit banks arising under the applicable operating lease or Capital Lease, terms of securities account agreements and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;deposit agreements; or
(kix) Liens on cash any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to the Real Property or securities pledged to secure performance of bidsimpair its use, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred including the “Permitted Encumbrances” as defined in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000Mortgage.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on or in with respect of to any of its Property properties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):other than:
(ai) Liens securing existing on the Obligations;Effective Date and described on Schedule 5.02(a) hereto,
(bii) purchase money Liens or purchase money security interests upon or in any real property or equipment acquired or held by the Borrower Company or any of its Subsidiaries Subsidiary in the ordinary course of business prior (including any Lien in respect of a capitalized lease of personal property) to or at secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the property or equipment or to secure Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition or lease of such property or equipment, and does not exceed or Liens existing on such property or equipment at the aggregate purchase price time of its acquisition (other than any such Liens created in contemplation of such equipmentacquisition that were not incurred to finance the acquisition of such property) or extensions, (ii) is secured only by such equipment and not by renewals or replacements of any other assets of the Borrower and its Subsidiariesforegoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired or leased, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,
(iii) is not increased in amount;
(c) Liens for taxesasserted by warehousemen, assessments, mechanics or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) materialmen which Liens are being contested in good faith by appropriate proceedingsproceedings diligently conducted and for which reserves in accordance with GAAP are being maintained on the books of the Company and any mechanic's, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendorscarrier's, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, landlord's or similar Liens arising by operation of common law or statutory lien incurred in the ordinary normal course of business in respect of obligations that are which has not been docketed as a judgment,
(iv) Liens or levies for taxes, fees, assessments or governmental charges not yet due and payable or that being contested in good faith by appropriate proceedings diligently conducted and Liens resulting from or incurred with respect to legal proceedings which are being contested in good faith by appropriate proceedings diligently conducted; provided that reserves in accordance with GAAP are being maintained on the books of the Company with respect to such taxes, fees, assessments, governmental charges and legal proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;,
(ev) Liens to operators and non-operators under joint operating agreements arising securing only workers' compensation, unemployment insurance or similar obligations and/or deposits or pledges made in the ordinary course of the business of the Borrower connection with, or the relevant Subsidiary to secure amounts owingpayment of, which amounts are not yet due utilities or are being contested in good faith by appropriate proceedingssimilar services, if such reserve as may be required by GAAP shall have been made therefor;
(f) royaltiesleases, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation lawscompensation, unemployment insurance, old age pensions or other social security or retirement benefitsobligations,
(vi) Encumbrances as set forth in all deeds, or similar legislation or to secure public or statutory obligations title insurance and mortgages existing as of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, Effective Date in each case that are customary in respect of all real property owned or leased by the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower Company or any of its Subsidiaries warranted in the Security Instrumentsand any other zoning or deed restrictions, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) public utility easements, rights-of-way, minor title irregularities and other similar encumbrances, and minor defects in matters having no material adverse effect as a practical matter on the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value ownership or use of any of the Property to which they apply;real property in question,
(jvii) Liens securing or given in lieu of surety, stay, appeal or performance bonds (other than contracts for the payment of indebtedness for borrowed money), or deposits required by law or governmental regulations or by any court order, decree, judgment or rule or as a condition to the transaction of business or the exercise of any right, privilege or license, or Liens arising from a judgment not constituting an Event of Default,
(viii) Interest or title of a lessor under a lease,
(ix) Liens in favor of landlords the Agent or lessors a Lender, if any, to secure the obligations of the Borrowers under operating leases this Agreement,
(x) Liens created or Capital Leases assumed in purchasing, constructing or improving any real property or to which any real property is subject when purchased; provided, however, that: (x) the mortgage, security interest or other lien is confined to the property in question, and (y) the indebtedness secured thereby is non-recourse as to the Company and does not exceed the total cost of the purchase, construction or improvement,
(xi) Any transfer of a Loan Partycheck or other medium of payment for deposit or collection, or any similar transaction in the normal course of business,
(xii) Any financing statement perfecting a security interest that would be permissible under this Section 5.02(a),
(xiii) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that (i) any such Lien shall secure only the obligations Liens were not created in contemplation of such Loan Party arising under merger, consolidation or acquisition and do not extend to any assets other than those of the applicable operating lease Person so merged into or Capital Lease, and (ii) consolidated with the Debt under Company or such Capital Leases is permitted under Section 6.02 below;Subsidiary or acquired by the Company or such Subsidiary,
(kxiv) other Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,0005,000,000 at any time outstanding, and
(xv) the replacement, extension or renewal of any Lien permitted by clause (i), (ii), (viii), (ix) or (xii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.
Appears in 1 contract
Sources: Credit Agreement (Lubrizol Corp)
Liens, Etc. The Borrower shall not create, assumeCreate, incur, assume or suffer to exist, or ---------- permit any of its Subsidiaries to create, assume, incur, assume or suffer to exist, any Lien on or with respect to any of its or their assets of any character (tangible or intangible) whether now owned or hereafter acquired other than the Liens specified below in this Section 6.02(a), or sign or file, or permit any of its Subsidiaries to sign or file, under the Uniform Commercial Code of any jurisdiction, a financing statement that names the Borrower or any of its Subsidiaries as debtor, or sign, or permit any of its Subsidiaries to sign, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income other than in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):following:
(ai) Liens securing created by the ObligationsLoan Documents;
(bii) Liens created by the Synthetic Lease Documents for the purpose of securing the Borrower's obligations thereunder as in effect on the date hereof to the extent that such Liens are subject to the Intercreditor Agreements;
(iii) Permitted Liens;
(iv) Existing Liens securing Surviving Debt and any replacement, extension or renewal of any such Lien; provided that (x) no such replacement, extension or renewal shall encumber any additional assets of the Borrower or any of its Subsidiaries and (y) the amount of Debt secured by such Lien shall not be increased from that existing on the Closing Date;
(v) purchase money Liens or purchase money security interests upon or in any real property or equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the real property or equipment or to secure Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition, construction or improvement of any such real property or equipment to be subject to such Liens, or Liens existing on any such real property or equipment at the time of acquisition (other than any such Liens created in contemplation of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall -------- ------- extend to or cover any property other than the real property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount -------- ------- of the Debt for borrowed money and secured by Liens permitted by this clause (v) shall not exceed $7,500,000 at any time outstanding;
(vi) Liens arising in connection with Capitalized Leases in an aggregate principal amount not to exceed $20,000,000 at any time outstanding, provided that are taken into account no such Lien shall extend to or cover any Collateral or other assets (other than the assets subject to such Capitalized Leases);
(vii) other Liens securing Debt outstanding in computing the net revenue interests and working interests of an aggregate principal amount not to exceed $5,000,000 provided that no such Lien shall extend to or cover any Collateral; and
(viii) Liens securing Secured Hedge Agreements permitted under Section 6.02(b)(i)(B). If the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges shall create or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or assume any Lien upon any of its Subsidiaries warranted in properties or assets, whether now owned or hereafter acquired, other than Liens permitted by the Security Instrumentsprovisions of this Section 6.02(a), it shall make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other Debt secured thereby as long as any such Debt shall be so secured; provided that, notwithstanding the foregoing, this covenant shall not be -------- construed as a consent by the Required Lenders to the extent that creation or assumption of any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held permitted by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) provisions of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,0006.02(a).
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on Lien, or in any other type of preferential arrangement, upon or with respect of to any of its Property properties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except that the Borrower and its Subsidiaries may createin each case to secure any Debt of any Person or entity, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):other than:
(a) Liens securing the ObligationsObligations hereunder;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any The Assignment of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, Leases and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountRents;
(c) Liens for securing the payment of taxes, assessments, assessments or other governmental charges or levies or the demands of suppliers, mechanics, carriers, warehouses, landlords and other like Persons, provided that: (i) they do not yet due in the aggregate materially reduce the value of any properties subject to the Liens or that materially interfere with their use in the ordinary conduct of the owning business, and (provided foreclosure, sale, or other similar proceedings shall not have been initiatedii) all claims which the Liens secure are being actively contested in good faith and by appropriate proceedings, and such reserve proceedings so long as may be required by GAAP shall they have been made thereforrevered for by Borrower in accordance with GAAP;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, incurred or similar Liens arising by operation of law deposits made in the ordinary course of business business: (i) in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation lawsconnection with worker’s compensation, unemployment insurance, old age pensions or other social security or retirement benefitsand other like laws, or similar legislation or (ii) to secure public or the performance of letters of credit, bids, tenders, sales contract, leases, statutory obligations of the Borrower;
(h) Liens arising under operating agreementsobligations, unitization surety, appeal and pooling agreements and orders, Farmout agreements, gas balancing agreements performance bonds and other similar agreementsobligations, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property;
(le) attachment, judgment and other similar Liens arising in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback connection with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as court proceedings provided that: (i) such Liens execution and other enforcement are limited to insurance policies with respect to which such premiums are financedeffectively stayed, and (ii) all claims which the obligations secured Liens secure are being actively contested in good faith and by such Liens do not exceed $500,000 in the aggregateappropriate proceedings;
(of) Subject Subsidiary Real Property Liens to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of moneyextent securing Existing Other Debt;
(pg) Liens securing Debt incurred by Foreign Subsidiaries to the extent permitted by Section 7.01 (a)(vi);
(h) Liens related to operating lease obligations, and within the limitations, described in Schedule 4.05Section 7.03; and
(qi) Purchase Money Liens not otherwise to the extent securing Purchase Money Debt permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000by Section 7.01(a)(ix).
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Hardinge Inc)
Liens, Etc. The Borrower shall not create, assumeCreate, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, assume, incur, assume or suffer to exist, any Lien on lien, security interest, or in other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect of to any of its Property properties of any character (including capital stock of Consumers, Enterprises, CMS Oil & Gas Co. and any of the Borrower's other directly-owned Subsidiaries, and accounts) (any of the foregoing being referred to herein as a "LIEN"), whether now owned or hereafter acquired, or assign sign or file, or permit any right of its Restricted Subsidiaries to receive incomesign or file, except that under the Uniform Commercial Code of any jurisdiction a financing statement which names the Borrower and its Subsidiaries may createor any Restricted Subsidiary as debtor, incur, assumesign, or suffer permit any of its Restricted Subsidiaries to exist (all sign, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of which shall be referred its Restricted Subsidiaries to as "Permitted Liens"):assign, accounts, excluding, however, from the operation of the foregoing restrictions the Liens created under the Loan Documents and the following:
(ai) Liens securing for taxes, assessments or governmental charges or levies to the Obligationsextent not past due;
(bii) cash pledges or deposits to secure (A) obligations under workmen's compensation laws or similar legislation, (B) public or statutory obligations of the Borrower or any of its Restricted Subsidiaries, or (C) Support Obligations of the Borrower; provided that the aggregate amount of pledges or deposits securing such Support Obligations shall not exceed $30 million at any one time outstanding;
(iii) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's liens and other similar Liens arising in the ordinary course of business securing obligations which are not overdue or which have been fully bonded and are being contested in good faith; and
(iv) purchase money Liens or purchase money security interests upon or in any equipment property acquired or held by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business prior to or at secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or to secure indebtedness incurred solely for the purpose of financing the acquisition of any such equipment, and does not exceed the aggregate purchase price of property to be subject to such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessmentsor security interests, or other governmental charges Liens or levies not yet due or that (provided foreclosure, salesecurity interests existing on any such property at the time of acquisition, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedingsextensions, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, renewals or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments replacements of any of the Company Group on deposit with foregoing for the same or in possession of a lesser amount, provided that no such bank;
(m) Liens on cash Lien or security interest shall extend to or cover any property other than the property being acquired and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (no such extension, renewal or replacement shall extend to or cover property not theretofore subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financedLien or security interest being extended, renewed or replaced, and (ii) provided, further, that the obligations aggregate principal amount of the Debt at any one time outstanding secured by such Liens do permitted by this clause (iv) shall not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,00010,000,000.
Appears in 1 contract
Liens, Etc. The Borrower shall Company will not create, assume, incur, create or suffer to exist, or permit any of its Restricted Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property properties, whether now owned or hereafter acquired; provided, or assign any right to receive income, except however that the Borrower and its Subsidiaries may create, incur, assume, or suffer foregoing restriction shall not apply to exist (all of the following Liens which shall be referred to as "Permitted Liens"):are permitted:
(ai) Liens securing the Obligationspursuant to any Loan Document;
(bii) Customary Permitted Liens;
(iii) Liens in favor of the United States to secure amounts paid to the Company or any of its Restricted Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are deposited and (y) supplies covered by such government contracts and material and other property acquired for or allocated to the performance of such government contracts;
(iv) attachment, judgment and other similar Liens arising in connection with legal proceedings, provided that any such judgment does not constitute an Event of Default;
(v) Liens on accounts receivable and related assets resulting from the sale of such accounts receivable;
(vi) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary or is merged into or amalgamated with or into or consolidated with the Company or any Restricted Subsidiary (other than any such Lien created in contemplation of such acquisition, merger or amalgamation);
(vii) purchase money Liens or purchase money security interests upon or in any equipment asset acquired or held by the Borrower Company or any of its Subsidiaries Restricted Subsidiary that is a Significant Subsidiary (including any capital interest in any Person) to secure the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was asset or to secure Indebtedness incurred solely for the purpose of financing the acquisition of or construction of improvements on or with respect to any such equipment, and asset (provided that the amount of Indebtedness secured by such Lien does not exceed 100% of the aggregate purchase price of such equipmentasset and transaction costs relating to such acquisition or the costs of such construction) and Liens existing on any asset at the time of its acquisition (other than any such Lien created in contemplation of such acquisition) and the interest of the lessor thereof in any asset that is subject to a Capital Lease; provided that to the extent the Liens permitted pursuant to this clause (vii) secure obligations that constitute Indebtedness, the aggregate principal amount of such Indebtedness shall not exceed the greater of (iix) is secured only by such equipment $150,000,000175,000,000 and not by any other (y) 3.0% of the consolidated total assets of the Borrower and its Subsidiaries, and (iii) Company determined in accordance with GAAP at the time such Indebtedness is not increased in amountincurred;
(cviii) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, on deposits securing obligations under cash pooling and such reserve as may be required by GAAP shall have been made therefornotional pooling arrangements;
(dix) Liens, other than Liens described in favor clauses (i) through (viii) and in clauses (x) through (xvii), to secure Indebtedness not in excess of vendorsthe greater of (x) $75,000,000 and (y) 2.0% of consolidated total assets of the Company, carriersdetermined in accordance with GAAP, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in at the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, time such reserve as may be required by GAAP shall have been made thereforLien is incurred;
(ex) Liens resulting from any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Indebtedness secured by any Lien referred to operators in clauses (v) and non-operators under joint operating agreements arising in (vi) so long as (x) the ordinary course aggregate principal amount of any such Indebtedness shall not increase as a result of any such extension, renewal or replacement and (y) Liens resulting from any such extension, renewal or replacement shall cover only such property which secured the business of the Borrower Indebtedness that is being extended, renewed or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made thereforreplaced;
(fxi) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from Liens securing Indebtedness owing to the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower Company or any of its Subsidiaries warranted in the Security InstrumentsRestricted Subsidiaries;
(gxii) Liens arising in the ordinary course on assets of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions Restricted Subsidiaries that are Foreign Subsidiaries securing Indebtedness or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrowersuch Subsidiary permitted by Section 5.02(b)(xv);
(hxiii) Liens arising existing, or provided for under operating agreementsbinding contracts existing, unitization and pooling agreements and orderson the Closing Date, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instrumentsare, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easementsexceeds, rights-of-wayindividually, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations $10,000,000 set forth in Section 6.14on Schedule 5.02(a);
(nxiv) Liens on the Collateral to secure Indebtedness permitted under Section 5.02(b)(xvi); provided that the representative of the holders of any such Indebtedness becomes party to (x) if such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Secured Obligations, the Junior Lien Intercreditor Agreement (if any) as a “Senior Representative” (or similar term, in favor of Persons financing unpaid insurance premiums so long each case, as (idefined in the Junior Lien Intercreditor Agreement) such Liens are limited to insurance policies with respect to which such premiums are financed, and the First Lien Intercreditor Agreement and (iiy) the obligations if such Indebtedness is secured by such the Collateral on a junior priority basis to the Liens do not exceed $500,000 securing the Secured Obligations, the Junior Lien Intercreditor Agreement as a “Junior Lien Representative” (or similar term, in each case, as defined in the aggregateJunior Lien Intercreditor Agreement);
(oxv) Subject to paragraphs (c) and (d) of this Liens securing Indebtedness permitted under Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money5.02(b)(xix);
(pxvi) Liens described in Schedule 4.05on Call or Defeasance Deposits securing Called or Defeased Debt; and
(qxvii) Liens not otherwise securing Indebtedness permitted under this Agreement incurred in by Section 5.02(b)(ii); provided that no such Lien shall extend to any property or assets, other than property and assets that were subject to the ordinary course of business Liens securing such Original Debt in an aggregate principal amount at any time outstanding not and improvements and accessions to exceed $250,000such property.
Appears in 1 contract
Sources: Credit Agreement (CSRA Inc.)
Liens, Etc. The Borrower shall not create, assumeCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, assume or suffer to exist, any Lien on or in with respect of to any of its Property properties, whether personal or real, and whether tangible or intangible, now owned or hereafter acquired, or assign sign or file, or permit any such Subsidiary to sign or file, under the Uniform Commercial Code of any jurisdiction, a financing statement that names the Borrower or any such Subsidiary as debtor, or sign, or permit any such Subsidiary to sign, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any such Subsidiary to assign, any right to receive income, except that excluding, however, from the operation of the foregoing restrictions, Liens:
(i) for taxes, assessments or governmental charges or levies on property of the Borrower and its Subsidiaries may create, incur, assumeor any such Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or suffer to exist (all of are being contested in good faith and by appropriate proceedings and for which shall be referred to as "Permitted Liens"):
(a) Liens securing the Obligationsadequate reserves have been established;
(bii) imposed by law, such as carrier's, warehouseman's and mechanic's liens and other similar Liens arising in the ordinary course of business;
(iii) arising out of pledges or deposits under worker's compensation laws or similar legislation, arising in the ordinary course of business;
(iv) constituting easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes;
(v) arising in connection with Capital Leases and Synthetic Leases permitted by Section 5.02(c) and encumbering only the assets covered by such Capital Leases or Synthetic Leases; or
(vi) constituting purchase money Liens or purchase money security interests upon on or in any equipment property acquired or held by the Borrower or any of its Subsidiaries such Subsidiary in the ordinary course of business prior to or at secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the property or to secure Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipmentproperty, and or Liens existing on such property at the time of its acquisition; provided that the Debt secured thereby does not exceed the aggregate purchase price thereof; provided, however, the aggregate principal amount of such equipment, the Debt secured by the Liens referred to in clauses (iiv) is secured only by such equipment and (vi) shall not by exceed $5,000,000 at any other assets of one time outstanding for the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.Consolidated basis,
Appears in 1 contract
Liens, Etc. The Borrower shall not Not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, assume or suffer to exist, any Lien on Lien, upon or in with respect of to any of its Property whether properties, now owned or hereafter acquired, or assign any right to receive incomeexcept:
(A) Liens in favor of the Collateral Agent (i) for the benefit of itself, except that the Borrower and its Subsidiaries may create, incur, assumeAgent (as such term is defined in the Bank Credit Agreement), or suffer to exist the Bank Lenders and (all ii) for the benefit of which shall be referred to the Lenders as "Permitted Liens"):
(a) Liens securing provided for herein, in the ObligationsSecurity Agreement or the Trademark Security Agreement, as each is in effect as of the Restatement Effective Date;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(cB) Liens for taxes, assessments, taxes or assessments or other governmental government charges or levies if not yet due and payable or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) if due and payable if they are being contested in good faith by appropriate proceedings, proceedings and such reserve as may be required by GAAP shall have been made thereforfor which appropriate reserves are maintained;
(dC) Liens in favor of vendorsimposed by law, carrierssuch as mechanics', materialmen's, landlords', warehousemen's, repairmenand carriers' Liens, mechanicsand other similar Liens, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law securing obligations incurred in the ordinary course of business in respect of obligations that which are not yet past due or that which are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall proceedings and for which appropriate reserves have been made thereforestablished;
(eD) Liens under workers' compensation, unemployment insurance, Social Security, or similar legislation;
(E) Liens, deposits, or pledges to operators and non-operators secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under joint operating agreements the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds, or other similar obligations arising in the ordinary course of business;
(F) Liens described in Exhibit D-2, which Liens may be renewed, extended or refinanced, without securing any additional Debt and on terms no less favorable to the business Company or applicable Guarantor than the original terms (except for the refinancing permitted by clause (K) below, which may be on the terms set forth therein);
(G) Judgment and other similar Liens arising in connection with court proceedings (other than any judgment or order or combination of judgments or orders for the payment of money, in excess of $500,000.00 in the aggregate, which sum shall not be subject to full, complete and effective insurance coverage (subject to deductibles), shall be rendered against the Company, any Guarantor or any Subsidiary of the Borrower Company or any Guarantor and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect), provided the relevant Subsidiary to secure amounts owing, which amounts are not yet due execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(fH) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easementsEasements, rights-of-way, restrictions, and other similar encumbrancesencumbrances which, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industryaggregate, none of which do not materially interfere with the ordinary conduct Company's or a Guarantor's occupation, use and enjoyment of the property or assets encumbered thereby in the normal course of its business of Borrower or any Subsidiary or materially detract from impair the value or use of the Property to which they applyproperty subject thereto;
(jI) Liens in favor of landlords or lessors under operating leases or Capital Leases of a The Canadian Bridge Loan Party; Mortgages, provided that such mortgages shall be satisfied when the Canadian Bridge Loan is repaid;
(J) The Canadian Mortgage;
(K) The North Carolina Mortgage which may be refinanced in accordance with Section 5.13 of this Agreement; and
(L) Purchase money Liens on any property hereafter acquired or the assumption of any Lien on property existing at the time of such acquisition, or a Lien incurred in connection with any conditional sale or other title retention agreement or a Capital Lease, provided that:
(i) Any property subject to any such Lien shall secure only of the obligations of such Loan Party arising under foregoing is acquired by the applicable operating lease Company or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred Guarantor in the ordinary course of its respective business and not in connection the Lien on any such property is created contemporaneously with the borrowing of moneysuch acquisition;
(lii) Liens in favor The obligation secured by any Lien so created, assumed, or existing shall not exceed one hundred (100%) percent of collecting lesser of cost or payor banks having a right fair market value of setoff, revocation, refund or chargeback with respect to money or instruments the property acquired as of any the time of the Company Group on deposit with or in possession of such bankthe Guarantor acquiring the same;
(miii) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject Each such Lien shall attach only to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums property so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, acquired and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05fixed improvements thereon; and
(qiv) Liens not otherwise The obligation secured by such Lien is permitted under this Agreement incurred in by the ordinary course provisions of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000Section 5.16 and the related expenditure is permitted by the provisions of Section 5.31 (B).
Appears in 1 contract
Liens, Etc. The Borrower shall not Suffer to exist, create, assume, assume or incur, or permit any Material Subsidiary to suffer to exist, create, assume or incur, any Security Interest, or assign, or permit any of its Subsidiaries Material Subsidiary to createassign, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may createin each case to secure Debt or any other obligation or liability, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):other than:
(a) Liens securing any Security Interest to secure Debt or any other obligation or liability of any Material Subsidiary to the ObligationsCompany;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; providedmechanics’, thatmaterialmen’s, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipmentcarriers’, and does not exceed the aggregate purchase price of such equipmentwarehousemen’s, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, workmen’s repairmen’s or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens like liens arising in the ordinary course of business out (including construction of facilities) in respect of obligations which are not overdue for a period of more than sixty (60) days or, if overdue for a period of more than sixty (60) days, which are being contested in good faith and for which reasonable reserves have been established;
(c) any Security Interest 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 which is required by law or governmental regulation as a condition to the transaction of any business, or the exercise of any privilege, franchise or license;
(d) Security Interests for taxes, assessments or governmental charges or levies not delinquent for a period of more than sixty (60) days or Security Interests for taxes, assessments or governmental charges or levies already delinquent for a period of more than sixty (60) days but the validity of which is being contested in good faith and for which reasonable reserves have been established;
(e) Security Interests (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, no Event of Default has occurred and is continuing pursuant to clause (h) of Article VII hereof;
(f) Security Interests in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(i) Security Interests incurred or pledges or deposits made in the ordinary course of business, under to secure obligations under workers' compensation laws’ compensation, unemployment insurance, old age pensions or insurance and other social security laws or retirement benefits, regulations or similar legislation letters of credit or guaranties in request thereof; (ii) deposits securing liability for premiums to secure public insurance carriers under insurance or statutory obligations self-insurance arrangements in respect of such obligations; and (iii) Liens on insurance policies and the proceeds thereof securing the financing of the Borrowerpremiums with respect thereto;
(h) Liens to the extent constituting a security interest, Security Interests arising from precautionary Uniform Commercial Code financing statements or consignments entered into in connection with any transaction not prohibited under operating agreements, unitization this Agreement;
(i) the prior rights of consignees and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are their lenders under consignment arrangements entered into in the ordinary course of business that are taken and Security Interests arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into account in computing by the net revenue interests and working interests of the Borrower Company or any of its Material Subsidiaries warranted in the ordinary course of business;
(j) Security InstrumentsInterests that are contractual rights of set-off (i) relating to the establishment of depository relations with banks and other financial institutions not given in connection with the issuance of Debt (other than as described in clause (a) of the definition thereof), (ii) relating to pooled deposit, sweep accounts, reserve accounts or similar accounts of the Company or a Material Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company or a Material Subsidiary, (iii) relating to purchase orders and other agreements entered into with customers, suppliers or services providers of the Company or a Material Subsidiary in the ordinary course of business or (iv) relating to the credit cards and credit accounts of the Company or a Material Subsidiary in the ordinary course of business
(k) landlords’ liens on fixtures and other property located on premises leased by the Company or a Material Subsidiary in the ordinary course of business;
(l) Security Interests arising in connection with contracts and subcontracts with or made at the request of the United States of America, any state thereof, or any department, agency or instrumentality of the United States of America or any state thereof or other Governmental Authority for obligations not yet delinquent;
(m) any Security Interest arising by reason of deposits to qualify the Company or a Material Subsidiary to conduct business, to maintain self-insurance, or to obtain the extent benefit of, or comply with, laws;
(n) any purchase money Security Interest claimed by sellers of goods on ordinary trade terms provided that no financing statement has been filed to perfect such Security Interest;
(o) any Security Interest existing as of the date hereof and set forth on Schedule 6.02, and the extension thereof to additions, extensions, or improvements to the property subject to the Security Interest which does not arise as a result of borrowing money or the securing of Debt or other obligation or liability created, assumed or incurred after such date;
(p) Security Interests on (i) property of a corporation or other Person existing at the time such corporation or Person is amalgamated, merged or consolidated with the Company or any Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation or other Person as an entirety (or the properties of a corporation or other Person comprising a product line or line of business, as an entirety) or substantially as an entirety to the Company or a Subsidiary; or (ii) property comprising machinery, equipment, real property or other property acquired by the Company or any of its Material Subsidiaries, which Security Interests shall have existed at the time of such acquisition and secure obligations assumed by the Company or such Material Subsidiary in connection with such acquisition; provided that the Debt or other obligations or liabilities secured by Security Interests of the type described in this paragraph (p) shall not either (i) have been created in anticipation of such amalgamation, merger, consolidation, sale, lease or other disposition or in contemplation of such acquisition or (ii) at any time exceed an aggregate amount equal to $500,000,000;
(q) Security Interests arising in connection with the sale, assignment or other transfer by the Company or any Material Subsidiary of accounts receivable, lease receivables or other payment obligations (any of the foregoing being a “Receivable”) owing to the Company or such Material Subsidiary or any interest in any of the foregoing (together in each case with any collections and other proceeds thereof and any collateral, guarantees or other property or claims in favor of the Company or such Material Subsidiary supporting or securing payment by the obligor thereon of any such Lien referred to Receivables), in this clause does not materially impair the use each case whether such sale, assignment or other transfer constitutes a “true sale” or a secured financing for accounting, tax or any other purpose; provided that either (i) such sale, assignment or other transfer shall have been made as part of a sale of the Property business out of which the applicable Receivables arose, (ii) such sale, assignment or other transfer is made in the ordinary course of business and is for the purpose of collection only, (iii) such sale, assignment or other transfer is made in connection with an agreement on the part of the assignee thereof to render performance under the contract that has given rise to such Receivable, or (iv) in the case of any other sale, assignment or transfer, such sale, assignment or transfer is to a Receivables Subsidiary in compliance with Section 6.01(f);
(r) Security Interests securing non-recourse obligations in connection with leveraged or single-investor lease transactions;
(s) Security Interests securing the performance of any contract or undertaking made in the ordinary course of business (as such business is currently conducted) other than for the payment of Debt;
(t) any Security Interest granted by the Company or any Material Subsidiary securing Debt permitted under Section 6.01(g); provided, that (i) the property of such Material Subsidiary which is subject to such Security Interest is a parcel of real property, a manufacturing plant, manufacturing equipment, a warehouse, or an office building acquired, constructed, developed, improved or owned by the Company or by such Material Subsidiary, and (ii) such Security Interest is created prior to or contemporaneously with, or within 180 days after (x) in the case of acquisition of such property, the completion of such acquisition and (y) in the case of the construction, development or improvement of such property, the later to occur of the completion of such construction, development or improvement or the commencement of operations, use or commercial production (exclusive of test and start-up periods) of such property, and such Security Interest secures or provides for the payment of all or any part of the acquisition cost of such property or the cost of construction, development or improvement thereof, as the case may be;
(u) any Security Interest in deposits or cash equivalent investments pledged with a financial institution for the sole purpose of implementing a hedging or financing arrangement commonly known as a “back-to-back” loan arrangement, provided in each case that neither the assets subject to such Security Interest nor the Debt incurred in connection therewith are reflected on the consolidated balance sheet of the Company;
(v) any Security Interest securing Debt permitted under Section 6.01(h); provided that such Security Interests do not at any time encumber any property other than the property financed by such Debt, except for replacements, additions and accessions to the property that are affixed or incorporated into the property covered by such Lien or financed with the proceeds of such Debt and the proceeds and the products thereof and individual financings or leases of equipment or other property provided by one lender or lessor may be cross collateralized to other financings of equipment or other property provided by such lender or lessor; or
(w) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection (or comparable foreign liens); (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within he general parameters customary in the banking industry; and (iv) incurred in connection with a cash management program established in the ordinary course of business;
(x) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(y) licenses, leases or subleases granted to third parties or the purposes for which such Property is held by the Borrower Company or any Material Subsidiary in the ordinary course of business which, individually or in the aggregate, taken as a whole materially impair interfere with the value business of such Property subject theretothe Company and its Material Subsidiaries;
(z) Liens securing judgments not constituting an Event of Default under clause (h) of Article VII hereof or securing appeal or other surety bonds related to such judgments;
(aa) Security Interests on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets;
(bb) (i) easements, zoning restrictions, rights-of-way, restrictions, encroachments and other similar encumbrancesencumbrances and title defects affecting real property that, and minor defects in any such case, do not in any case materially detract from the chain value of title that are customarily accepted in the oil and gas financing industry, none of which property subject thereto or materially interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or Company and its Material Subsidiaries; (ii) zoning, building, entitlement and other land use regulations by Government Authorities with which the normal operation of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Leasebusiness complies, and (ii) any zoning or similar law or right reserved to or vested in any Government Authority to control or regulate the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance use of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in any real property that does not materially interfere with the ordinary course conduct of the business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with and its Material Subsidiaries; or
(cc) any extension, renewal or refunding (or successive extensions, renewals or refundings) in whole or in possession part of any Debt or any other obligation or liability secured by any Security Interest referred to in the foregoing paragraphs (a) through (bb), provided that the principal amount of Debt or any other obligation or liability secured by such bank;
(m) Liens on cash Security Interest shall not exceed the principal amount outstanding immediately prior to such extension, renewal or refunding, together with any accrued interest and Liquid Investments fees thereon, and that the Security Interest securing such Debt or other obligation or liability shall be limited to the performance obligations property which, immediately prior to such extension, renewal or refunding secured such Debt or other obligation or liability and replacement, additions and accessions to such property; and provided further that the principal amount of Borrower Debt or any other obligation or liability secured by such Security Interest shall continue to be taken into account for purposes of computing the amount of Debt or any other obligation or liability that may be secured under any Hedge Contract applicable basket provided for in the foregoing paragraphs (subject a) through (bb). Notwithstanding the foregoing provisions of this Section, the Company and the Material Subsidiaries may, at any time, suffer to exist, issue, incur, assume and guarantee Secured Debt (in addition to Secured Debt permitted to be secured under the limitations set forth in Section 6.14foregoing paragraphs (a) through (w);
(n) Liens in favor ); provided that the Designated Amount does not at any time exceed the greater of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, 15% of Consolidated Tangible Assets and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000500,000,000.
Appears in 1 contract
Sources: Five Year Credit Agreement (Edwards Lifesciences Corp)
Liens, Etc. The Borrower shall Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly create, assume, incur, or suffer to exist, assume or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, exist any Lien on or with respect to any property or asset (including any document or instrument in respect of goods or accounts receivable) of the Company or any of its Property Restricted Subsidiary, whether now owned or held or hereafter acquired, or assign any right to receive incomeincome or profits therefrom (whether or not provision is made for the equal and ratable securing of the Notes in accordance with the provisions of SECTION 10.17), except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):except:
(a) Liens securing for taxes, assessments or other governmental charges the Obligationspayment of which is not yet due and payable or which is being contested in compliance with SECTION 10.9 hereof and Section 1.18 of the Mortgages;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; providedlessors, thatlandlords and carriers, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights repairmen and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) like Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business for sums not yet due or the payment of which is being contested in compliance with SECTION 10.9 hereof and Section 1.18 of the Mortgages, in each case (i) not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or (ii) incurred in the ordinary course of business securing the unpaid purchase price of property or services constituting current accounts payable;
(c) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in connection with workers' compensation, unemployment insurance and other types of social security, or (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money;
(d) other deposits made to secure liability to insurance carriers under insurance or self-insurance arrangements;
(e) Liens securing reimbursement obligations under letters of credit, provided in each case that such Liens cover only the title documents and related goods (and any proceeds thereof) covered by the related letter of credit;
(f) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after expiration of any such stay;
(g) leases or subleases granted to others, easements, rights-of-way, restrictions and other similar charges or encumbrances, which, in each case either (i) are granted, entered into or created in the ordinary course of the business of the Company or any Restricted Subsidiary or (ii) do not materially impair the value or intended use, occupancy and operation of the property covered thereby;
(h) Liens on property or assets of any Restricted Subsidiary securing Indebtedness of such Restricted Subsidiary owing to the Company or a Wholly-Owned Restricted Subsidiary;
(i) Liens existing on the Assets at the time of the acquisition thereof by the Company and described in SCHEDULE 10.2;
(j) Liens created by any of the Security Documents securing Indebtedness evidenced by the Notes, the 1999 Notes and the 1995 Notes or other Parity Debt incurred in accordance with SECTION 10.1(f) and 10.2(m) (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness) in accordance with SECTION 10.1(a) during the period prior to the date of the release or discharge of such Liens pursuant to SECTION 1.3;
(k) Liens created by any of the Security Documents securing Indebtedness incurred under the Acquisition Facility (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness) in accordance with SECTION 10.1(b) during the period prior to the date of the release or discharge of such Liens pursuant to SECTION 1.3;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of created by any of the Company Group on deposit Security Documents securing Indebtedness or letter of credit obligations created under the Revolving Credit Facility (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness) in accordance with SECTION 10.1(e) during the period prior to the date of the release or in possession discharge of such bankLiens pursuant to SECTION 1.3;
(m) Liens (other than the Liens referred to in clauses (j), (k) or (l) above) securing Indebtedness incurred in accordance with SECTION 10.1(b) or 10.1(e) or, to the extent incurred (i) to repay Indebtedness or letter of credit obligations incurred and outstanding under the Acquisition Facility or the Revolving Credit Facility (or any extension, renewal, refunding, replacement or refinancing of such Indebtedness), (ii) to finance the making of expenditures for the improvement or repair (to the extent such improvements and repairs may be capitalized on cash the books of the Company and Liquid Investments securing the performance obligations Restricted Subsidiaries in accordance with GAAP) of Borrower or additions (including additions by way of acquisitions or capital contributions of businesses and related assets) to the General Collateral, or (iii) by assumption in connection with additions (including additions by way of acquisitions or capital contributions of businesses and related assets) to the General Collateral, under any Hedge Contract SECTION 10.1(f)(i) and (ii), provided that (1) such Liens are effected through an amendment to the Security Documents to the extent necessary to provide the holders of such Indebtedness equal and ratable security in the property and assets subject to the limitations set forth Security Documents with the holders of the Notes and the other Indebtedness secured under the Security Documents, (2) in Section 6.14the case of Indebtedness incurred in accordance with SECTION 10.1(b) or 10.1(f)(i) and (ii) to finance the making of additions to the General Collateral, the Company has delivered to the Collateral Agent an Officers' Certificate demonstrating that the principal amount of such Indebtedness (net of transaction costs funded by the proceeds of such Indebtedness) does not exceed the lesser of the cost to the Company and the Restricted Subsidiaries of such additional property or assets and the fair market value of such additional property or assets at the time of the acquisition thereof (as determined in good faith by the General Partner), and (3) the Company has delivered to the Collateral Agent an opinion of counsel reasonably satisfactory to the Collateral Agent with regard to the attachment and perfection of the Lien of the Security Documents with respect to such additional property and assets;
(n) Liens in favor existing on any property of Persons financing unpaid insurance premiums so long as any Person at the time it becomes a Subsidiary of the Company, or existing at the time of acquisition upon any property acquired by the Company or any such Subsidiary through purchase, merger or consolidation or otherwise, whether or not assumed by the Company or such Subsidiary, or created to secure Indebtedness incurred under SECTION 10.1(f) to pay all or any part of the purchase price (a "Purchase Money Lien") of property (including without limitation Capital Stock and other securities) acquired by the Company or a Restricted Subsidiary, provided that (i) any such Liens are limited Lien shall be confined solely to insurance policies such item or items of property and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for use specifically in connection with respect to which such premiums are financedacquired property, and (ii) such item or items of property so acquired are not required to become part of the obligations General Collateral under the terms of the Security Documents, (iii) in the case of a Purchase Money Lien, the principal amount of the Indebtedness secured by such Liens do Purchase Money Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the Company and the Restricted Subsidiaries of such property and (B) the fair market value of such property at the time of the acquisition thereof (as determined in good faith by the General Partner), (iv) any such Purchase Money Lien shall be created not exceed $500,000 later than 120 days after the acquisition of such property and (v) any such Lien (other than a Purchase Money Lien) shall not have been created or assumed in contemplation of such Person's becoming a Subsidiary of the aggregateCompany or such acquisition of property by the Company or any Subsidiary;
(o) Subject to paragraphs (c) and (d) of this Section 6.01easements, non-consensual statutory Liens on pipeline exceptions or pipeline facilities, Hydrocarbons or Properties reservations in any property of the Company Group or any Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which arise out are incidental to, and do not materially interfere with, the ordinary conduct of operation the business of law and are not in connection with the borrowing of moneyCompany or any Restricted Subsidiary;
(p) Liens described in Schedule 4.05; andarising from or constituting Permitted Encumbrances;
(q) Liens any Lien renewing or extending any Lien permitted by subdivision (h), (i), (m), (n), (r) or (s) of this SECTION 10.2, provided that (i) the principal amount of the Indebtedness secured by any such Lien shall not otherwise permitted under this Agreement incurred exceed the principal amount of such Indebtedness outstanding immediately prior to the renewal or extension of such Lien (together with, in the ordinary course case of business Indebtedness permitted by SECTION 10.1(a), any accrued interest thereon and Make Whole Amount with respect thereto), and (ii) no assets encumbered by any such Lien other than the assets encumbered immediately prior to such renewal or extension shall be encumbered thereby; 42 (r) from and after the date of the discharge or release of the Liens created by the Security Documents pursuant to SECTION 1.3, any Lien on the Inventory and/or Receivables (as each such term is defined in the UCC) of the Company securing Debt in an aggregate principal amount at any Indebtedness from time to time outstanding pursuant to the Revolving Credit Facility (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness); provided that the maximum amount of such Indebtedness secured by any Lien on such Inventory and/or Receivables does not to exceed $250,000.100,000,000 (notwithstanding that the aggregate amount of Indebtedness outstanding under such Revolving Credit Facility may exceed $100,000,000); and
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its Restricted Subsidiaries to create, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Restricted Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):exist:
(a) Liens granted under a Loan Document and securing the Obligations;
(b) [reserved;]
(c) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Restricted Subsidiary's acquisition of such equipment; provided, provided that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is 77 secured only by such equipment and not by any other assets Properties of the Borrower and or its Restricted Subsidiaries, and (iii) is not increased in amountpermitted under Section 6.02(e);
(cd) Liens securing Capital Leases; provided that the Debt secured by such Liens (i) is secured only by the Property leased under such Capital Leases and not any other Properties of the Borrower or any of its Restricted Subsidiaries and (ii) is permitted under Section 6.02(e);
(e) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(df) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, provided that such reserve as may be required by GAAP shall have been made therefor;
(eg) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Restricted Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(fh) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Restricted Subsidiaries warranted in the Security InstrumentsInstruments or in this Agreement;
(gi) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(hj) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil oil, gas and Gas Business mineral production business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Restricted Subsidiaries warranted in the Security InstrumentsInstruments or in this Agreement, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Restricted Subsidiary or materially impair the value of such Property subject thereto;
(ik) easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, including in respect of surface operations or for pipelines or power lines, none of which materially interfere with the ordinary conduct of the business of Borrower or any Restricted Subsidiary or materially detract from the value or use of the Property to which they apply;
(jl) Liens judgment liens in favor respect of landlords or lessors under operating leases or Capital Leases judgments that do not constitute an Event of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted Default under Section 6.02 below7.01(f);
(km) rights reserved to or vested in any Governmental Authority to control or regulate any Property of the Borrower or any of its Restricted Subsidiaries, or to use such Property; provided that, such rights (a) could not reasonably be expected to materially impair the use of such Property for the purpose for which it is held by the Borrower or any such Restricted Subsidiary and (b) could not reasonably be expected to materially diminish the value of such Property;
(n) [reserved];
(o) Liens on encumbering cash, cash or securities pledged to secure performance equivalents, and certificates of bidsdeposits, tendersand security in the form of letters of credit, performance bondsin any case, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred arising in the ordinary course of business and not in connection with to secure the borrowing of money;Debt permitted under Section 6.02(g) below; and
(lp) Liens not otherwise permitted in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in this Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums 6.01 so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, do not encumber Oil and Gas Properties and (ii) the aggregate amount of obligations secured by such Liens do thereby shall not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,0005,000,000.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of their Subsidiaries (other than Paramount and its Subsidiaries to createand Subsidiaries of Alon Interests) to, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries (other than Paramount and its Subsidiaries and Subsidiaries of Alon Interests) to assign or otherwise transfer, any right to receive income, except that other than the Borrower and its Subsidiaries may createfollowing (each, incur, assume, or suffer to exist (all of which shall be referred to as "a “Permitted Liens"Lien”):
(ai) Liens securing created pursuant to the ObligationsLoan Documents;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, assessments or other governmental charges or levies not yet due or to the extent that (provided foreclosure, sale, or other similar proceedings the payment thereof shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made thereforSection 7.01(c) hereof;
(diii) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising created by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that(other than Liens created under Environmental Laws), such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owingmaterialmen’s liens, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights mechanics’ liens and other burdens on or deductions from the proceeds of productionsimilar Liens, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out and securing claims the payment of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrowerwhich shall not be required by Section 7.01(c) hereof;
(hiv) deposits, pledges or Liens (other than Liens arising under operating agreementsERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers’ compensation, unitization unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and pooling agreements and ordersstatutory obligations, Farmout agreementsor (C) obligations on surety or appeal bonds, gas balancing agreements and other similar agreementsbut only to the extent such deposits, in each case that pledges or Liens are customary in the Oil and Gas Business and that are entered into incurred or otherwise arise in the ordinary course of business that and secure obligations which are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject theretopast due;
(iv) easements, rights-of-way, zoning and similar restrictions and other similar encumbrances, charges and encumbrances on the use of real property and minor defects irregularities in the chain title thereto which do not (A) secure obligations for the payment of title that are customarily accepted money or (B) materially impair the value of such property or materially impair the use thereof by any of the Companies or any of their Subsidiaries in the oil and gas financing industry, none of which interfere with the ordinary normal conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they applysuch Person’s business;
(jvi) Liens in favor created under the Term Loan Documents, subject to the provisions of landlords or lessors under operating leases or Capital Leases of a Loan Partythis Agreement and the Intercreditor Agreement; provided provided, that (i) any such Lien Liens shall secure only those obligations which they secure on the obligations of such Loan Party arising Effective Date and modifications, extensions, renewals and replacements thereof permitted under the applicable operating lease or Capital Lease, Intercreditor Agreement and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;hereunder; and
(kvii) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) no Event of Default has occurred or is continuing or will result from the creation or existence of any such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline encumber or pipeline facilities, Hydrocarbons or Properties otherwise cover any of the Company Group which arise out Collateral securing the Obligations hereunder and under the other Loan Documents (other than with respect to the License Agreement), other Liens (whether in one transaction or in a series of operation of law and are not in connection with the borrowing of money;
related transactions) (pA) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt obligations, actual or contingent, in an aggregate principal amount at any time outstanding not to exceed $250,00025,000,000 at any time outstanding, or (B) securing obligations, actual or contingent, in an aggregate amount greater than $25,000,000, provided that prior to the creation or existence or incurrence of any such Lien the Borrowers deliver to the Agent a certificate of a Responsible Officer of the Administrative Borrower, certifying that (I) immediately before and after the creation or incurrence of any such Liens, no Event of Default has occurred or is continuing or will result from the creation or incurrence of any such Liens, (II) as of the last Fiscal Quarter for which financial statements were delivered to the Lenders pursuant to Section 7.01(a)(i), on a pro forma basis after giving effect to such creation or incurrence of Indebtedness, Liens or other obligations as if it had occurred at the beginning of the most recent fiscal period of four Fiscal Quarters for which such financial statements were delivered, Alon USA and its Consolidated Subsidiaries would be in compliance with the covenants contained in Section 7.02(i) hereof (which certification shall set forth in reasonable detail the Borrowers’ calculations, shall be prepared both on a reasonable basis and in good faith and based on assumptions believed by the Borrowers to be reasonable at the time made), and (III) such Liens do not encumber the Collateral securing the Obligations hereunder and under the other Loan Documents.
Appears in 1 contract
Liens, Etc. The Borrower shall not, and shall not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to createto, assume, incur, create or suffer to exist, exist any Lien on upon or in with respect of to any of its Property assets or properties, whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may createin each case to secure any Debt of any Person, incurother than (in each case, assume, or suffer to exist (all of which shall be referred to as "a “Permitted Liens"Lien”):
(ai) Liens securing in favor of the ObligationsLender;
(bii) purchase Liens existing on the Closing Date and listed on Schedule 6.02(a) to the Disclosure Letter and any modifications, replacements, renewals, refinancings or extensions thereof; provided that the Lien does not extend to any additional property other than (A) Replacement Assets, and (B) proceeds and products thereof;
(iii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business or by operation of law, and Liens incurred by the Borrower or such Subsidiary in the ordinary course of business in connection with worker’s compensation, unemployment insurance and other types of social security, or to secure the performance of surety and appeal bonds, deeds, leases (other than Debt), government contracts, bids, trade contracts, statutory obligations, performance and return of money bonds and other similar obligations;
(iv) Liens or purchase money charges arising in favor of governmental authorities by operation of law for which no default exists in the payment of the obligations secured thereby or which are being contested in compliance with Section 6.01(d);
(v) Liens arising under (A) the security documents in respect of Hedge Agreements permitted under Section 6.02(b)(iii) in favor of the Lender or its Affiliates and (B) agreements relating to Cash Management Obligations in favor of the Lender or its Affiliates;
(vi) Capital Leases of, and security interests upon in, assets acquired, constructed or improved (whether real or personal, tangible or intangible) by the Borrower or such Subsidiary after the date hereof, provided that such Liens and the Debt secured thereby (A) are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (B) the Debt secured thereby does not exceed the cost of acquiring, constructing or improving such assets and is otherwise permitted by Section 6.02(b)(ii), and (C) such Liens shall not apply to any other property or assets of the Borrower or such Subsidiary (other than Replacement Assets);
(vii) Liens of landlords and mortgagees of landlords arising by statute;
(viii) judgment Liens securing judgments and other proceedings not constituting an Event of Default hereunder;
(ix) Liens existing on (A) property acquired by such Loan Party or Subsidiary at the time of such acquisition or (B) assets of a Person at the time such Person is acquired, so long as (1) the Lien was not created in contemplation of such acquisition, (2) the amount of the obligations secured thereby has not been increased in connection with such acquisition or at any time thereafter (except in connection with any Permitted Refinancing), (3) any such Lien does not extend to property not subject to such Lien at the time of such acquisition (other than improvements thereon and Replacement Assets), any such Lien is applicable only to specific property, and such Liens are not “blanket” or all asset Liens, and (4) such Lien secures only (x) those obligations which it secures on the date of such acquisition or the date such Person is acquired, as the case may be, and such obligations are otherwise permitted by Section 6.02(b)(vii) and (y) any Permitted Refinancing of such obligations;
(x) to the extent constituting a Lien, any interest or title of (i) a lessor under any personal property operating lease entered into in the ordinary course of business of the Borrower or any Subsidiary and precautionary financing statement filings relating thereto and (ii) a licensor under any non-exclusive license entered into in the ordinary course of business of the Borrower or any Subsidiary;
(xi) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not in any equipment acquired case materially detract from the value of the property subject thereto or held interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(xii) Liens on assets of Foreign Subsidiaries; provided that (A) such Liens do not extend to, or encumber, assets that constitute Collateral or the Equity Interests of the Borrower or any of the other Loan Parties, and (B) such Liens extending to the assets of any Foreign Subsidiary secure only Debt incurred by such Foreign Subsidiary pursuant to Section 6.02(b)(vi), (vii) or (xi);
(xiii) (A) Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (B) Liens arising in the ordinary course of business of any depositary bank or securities intermediary in connection with statutory, common law and customary contractual rights of set-off and recoupment with respect to any deposit account or securities account of the Borrower or any Subsidiary thereof;
(xiv) Liens on cash pledged to secure (i) obligations in respect of letters of credit or banker’s acceptances permitted under Section 6.02(b)(x) or (ii) Cash Management Obligations permitted under Section 6.02(b)(v);
(xv) Liens on proceeds of insurance policies securing the financing of the premiums with respect thereto;
(xvi) Liens in favor of a seller solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement with respect to any Permitted Acquisition or other investment permitted by Section 6.02(e);
(xvii) leases, non-exclusive licenses, subleases or non-exclusive sublicenses granted to others that do not interfere in any material respect with the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve taken as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05whole; and
(qxviii) other Liens not otherwise permitted under this Agreement incurred in the ordinary course of business specifically listed above securing Debt in an aggregate principal amount at any time outstanding obligations not to exceed $250,00010,000,000 in the aggregate at any time outstanding.
Appears in 1 contract
Sources: Credit Agreement (Box Inc)
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any Significant Subsidiary that is a Subsidiary of its Subsidiaries such Borrower to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property whether now owned properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary that is a Subsidiary of such Borrower), in each case to secure or hereafter acquiredprovide for the payment of Indebtedness, other than (i) liens consisting of (A) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation, (B) deposits in the ordinary course of business to secure, or assign any right to receive incomein lieu of, except that the Borrower and its Subsidiaries may createsurety, incur, assumeappeal, or suffer customs bonds to exist which such Borrower or Significant Subsidiary is a party, (all C) pledges or deposits in the ordinary course of which shall be referred business to as "Permitted secure performance in connection with bids, tenders or contracts (other than contracts for the payment of money), or (D) materialmen’s, mechanics’, carriers’, workers’, 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 in the release of such Liens"):
; (a) Liens securing the Obligations;
(bii) purchase money Liens liens or purchase money security interests upon or in any equipment property acquired or held by the such Borrower or any of its Subsidiaries Significant Subsidiary in the ordinary course of business prior to or at business, which secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or secure indebtedness incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and property; (iii) is Liens existing on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of such Borrower or Significant Subsidiary; provided that such Liens were not increased in amount;
created to secure the acquisition of such Person; (c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(div) Liens in favor existence on the date of vendorsthis Agreement; (v) Liens created by any First Mortgage Indenture, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation so long as (A) under the terms thereof no “event of law in the ordinary course of business default” (howsoever designated) in respect of obligations that are not yet due any bonds issued thereunder will be triggered by reference to an Event of Default or that are being contested Unmatured Default and (B) no such Liens shall apply to assets acquired from such Borrower or any Significant Subsidiary if such assets were free of Liens (other than as a result of a release of such Liens in good faith by appropriate proceedingscontemplation of such acquisition) immediately prior to any such acquisition; (vi) Liens on assets of ATSI to secure Indebtedness of ATSI, provided, thathowever, that the aggregate principal amount of Indebtedness secured by such reserve as may be required by GAAP Liens shall have been made therefor;
not at any time exceed 60% of the depreciated book value of the property subject to such Liens; (evii) Liens securing Stranded Cost Securitization Bonds; (viii) Liens on cash (in an aggregate amount not to operators and non-operators under joint operating agreements arising exceed $270,000,000) pledged to secure reimbursement obligations for letters of credit issued for the account of OE;(ix) Liens on assets transferred in the ordinary course Generation Transfers in favor of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
transferor thereof; and (f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(gx) Liens arising created for the sole purpose of extending, renewing or replacing in the ordinary course of business out of pledges whole or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or part Indebtedness secured by any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
foregoing clauses (i) easementsthrough (ix); provided, rights-of-wayhowever, that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement, and other similar encumbrancesthat such extension, and minor defects in renewal or replacement, as the chain of title that are customarily accepted in the oil and gas financing industrycase may be, none of which interfere with the ordinary conduct shall be limited to all or a part of the business of Borrower property or Indebtedness that secured the Lien so extended, renewed or replaced (and any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any improvements on such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14property);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property properties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer in each case to exist secure any indebtedness of any Person other than (all of which shall be referred to as "Permitted Liens"):
(ai) Liens securing the Obligations;
in favor of Bank; (bii) Liens reflected on SCHEDULE 6.2(C) hereto; (iii) purchase money Liens or purchase money security interests upon or in any equipment personal property acquired or held by the Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business prior to or at secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or to secure purchase money financing incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price rights in or use of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, property; and (iii) is not increased in amount;
(civ) Liens for taxes, assessments, assessments or other governmental charges or levies not yet due or that (provided foreclosure, salethereafter payable without penalty, or other similar proceedings shall Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not have been initiated) are overdue, or any such Liens being diligently contested in good faith by appropriate proceedings, proceedings and such reserve as may be required by for which adequate reserves in accordance with GAAP shall have been made therefor;
set aside on its books (dbut only if such Liens do not, individually or in the aggregate, result in a Materially Adverse Change or materially adversely affect the rights of Bank); (v) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law incurred in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation lawsconnection with workmen's compensation, unemployment insurance, old age pensions insurance or other social security forms of governmental insurance or retirement benefits, or similar legislation or to secure public or performance of statutory obligations of the Borrower;
obligations, leases and contracts (hother than for borrowed money) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests or to secured obligations on surety or appeal bonds; and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(ivi) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) judgment Liens in favor of landlords existence less than 30 days after the entry thereof or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and execution has been stayed or the payment of which is covered in full (iisubject to a customary deductible) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000insurance.
Appears in 1 contract
Liens, Etc. The Borrower shall not createnot, assume, incur, or suffer to exist, or nor shall it permit any of its Subsidiaries to to, create, assume, incur, incur or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive incomeincome therefrom, except that the Borrower and its Subsidiaries may create, incur, assume, or assume and suffer to exist the following which are permitted liens (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing for taxes, assessments or governmental charges or levies on its Property if the Obligationssame shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which reserves in accordance with GAAP shall have been set aside on its books;
(b) purchase money Liens imposed by law, or purchase money security interests upon or in any equipment acquired or held arising by the Borrower or any operation of its Subsidiaries law, including, without limitation, landlord's carriers', warehousemen's, mechanics' liens, maritime Liens and other similar liens arising in the ordinary course of business prior to or at the time which secure payment of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does obligations not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet more than 60 days past due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) which are being contested in good faith by appropriate proceedings, proceedings and such reserve as may be required by for which reserves in accordance with GAAP shall have been made thereforset aside on the books of the applicable Person;
(dc) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law incurred and pledges and deposits made in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation lawsconnection with worker's compensation, unemployment insurance, old age pensions pensions, or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrowerlegislation, other than any Lien imposed by ERISA not otherwise permitted by this Agreement;
(hd) Liens arising under operating agreementszoning restrictions, unitization easements, licenses, covenants, reservations, restrictions on the use of Property, defects, irregularities and pooling agreements deficiencies in title to Property and orders, Farmout agreements, gas balancing agreements such other encumbrances or charges against real property as are of a nature generally existing with respect to Property of a similar character and other similar agreementswhich, in each case that the aggregate, are customary not substantial in amount, and which do not in any material way interfere with the use thereof in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject theretoSubsidiaries;
(ie) easements, rights-of-way, Liens existing on the Closing Date and other similar encumbrances, and minor defects described in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they applySchedule 6.1;
(jf) Liens in favor of landlords or lessors under operating leases or Capital created by Capitalized Leases of a Loan Party; provided that (i) the Liens created by any such Lien shall secure Capitalized Lease attach only to the obligations of such Loan Party arising under the applicable operating lease or Capital LeaseProperty leased pursuant thereto and proceeds (including, without limitation, proceeds from associated contracts and insurances) of, and improvements, accessories and upgrades to, the Property leased pursuant thereto; (iig) Liens to secure Debt incurred for the purpose of financing all or a part of the purchase price or construction cost of Property if (A) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any principal amount of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations Debt secured by such Liens does not exceed the cost of the Property so acquired or constructed plus transaction costs related thereto, (B) such Liens do not exceed $500,000 in encumber any other Property (other than the aggregate;
proceeds (oincluding, without limitation, proceeds from associated contracts and insurances) Subject to paragraphs (c) of, and improvements, accessories and upgrades to, the Property so acquired or constructed), and (dC) such Liens attach no later than 12 months after the later of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties (x) commencement of commercial operation of the Company Group which arise out Property so acquired or constructed, (y) completion of operation the construction or acquisition of law such Property and are not in connection with the borrowing (z) acquisition of moneysuch Property;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.
Appears in 1 contract
Sources: Revolving Credit Agreement (McDermott International Inc)
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any Significant Subsidiary of its Subsidiaries such Borrower to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property whether now owned properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary of such Borrower), in each case to secure or hereafter acquiredprovide for the payment of Indebtedness, other than (i) liens consisting of (A) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation, (B) deposits in the ordinary course of business to secure, or assign any right to receive incomein lieu of, except that the Borrower and its Subsidiaries may createsurety, incur, assumeappeal, or suffer customs bonds to exist which such Borrower or Significant Subsidiary is a party, (all C) deposits, in an aggregate amount not to exceed $250,000,000 at any one time outstanding, made by FE to secure, or in lieu of, surety, appeal, or customs bonds to which any Unregulated Subsidiary is a party, (D) pledges or deposits in the ordinary course of which shall be referred business to as "Permitted secure performance in connection with bids, tenders or contracts (other than contracts for the payment of money), or (E) materialmen’s, mechanics’, carriers’, workers’, 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 in the release of such Liens"):
; (a) Liens securing the Obligations;
(bii) purchase money Liens liens or purchase money security interests upon or in any equipment property acquired or held by the 71 752938400 such Borrower or any of its Subsidiaries Significant Subsidiary in the ordinary course of business prior to or at business, which secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or secure indebtedness incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and property; (iii) Liens existing on property acquired by such Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of such Borrower or Significant Subsidiary or is merged into or consolidated with such Borrower or Significant Subsidiary; provided, in each case, that such Liens were not increased in amount;
created to secure the acquisition of such Person; (c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(div) Liens in favor existence on the date of vendorsthis Agreement; (v) Liens created by any First Mortgage Indenture, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation so long as under the terms thereof no “event of law in the ordinary course of business default” (howsoever designated) in respect of obligations that are not yet due any bonds issued thereunder will be triggered by reference to an Event of Default or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
Unmatured Default; (evi) Liens securing Attributable Securitization Obligations on the assets purported to operators and non-operators under joint operating agreements arising be sold in connection with the ordinary course applicable Permitted Securitization; (vii) Liens securing Nonrecourse Indebtedness; (viii) Liens on cash or cash equivalents deposited on behalf of the business or pledged to counterparties with respect to Permitted Obligations of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
Significant Subsidiaries; (gix) Liens arising in the ordinary course on cash or cash equivalents to defease Indebtedness of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the such Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
Subsidiaries; (i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(kx) Liens on cash or securities pledged cash equivalents constituting proceeds from a disposition of assets otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to secure performance the purchaser of bidssuch assets; (xi) Liens securing obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, tendersprovided that such Liens extend to only the equipment, performance bondsproject, surety and appeals bonds, or regulatory compliance nuclear fuel or other obligations assets financed with the proceeds of a like nature incurred in the ordinary course of business and not such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which such Borrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of such Borrower or Significant Subsidiary other than the borrowing assets of money;
such Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (lxiii) Liens created for the sole purpose of refinancing, extending, renewing or replacing in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with whole or in possession of such bank;
(m) Liens on cash and Liquid Investments securing part Indebtedness secured by any Lien referred to in the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as foregoing clauses (i) through (xii); provided, however, that the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) so secured at the time of such Liens are refinancing, extension, renewal or replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline all or pipeline facilities, Hydrocarbons or Properties a part of the Company Group which arise out of operation of law property or Indebtedness that secured the Lien so extended, renewed or replaced (and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000improvements on such property).
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Liens, Etc. The Borrower No Loan Party shall not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property their respective properties or assets, whether now owned or hereafter acquired, or assign any right to receive income, except that for the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):following:
(a) Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Financing Agreement (including for the purpose of securing the Obligationsany Cash Management Obligations or any Hedging Contract);
(b) purchase money Liens securing the payment of taxes, assessments or purchase money security interests upon other governmental charges or levies either not yet overdue or the validity of which is being contested in good faith by appropriate proceedings diligently pursued and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;
(c) statutory Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any equipment acquired such Lien imposed pursuant to Section 401 (a)(29) or held 412(n) of the Internal Revenue Code or by the Borrower or any of its Subsidiaries ERISA), in each case incurred in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does amounts not exceed the aggregate purchase price of such equipment, yet overdue or (ii) is secured only by such equipment for amounts that are overdue and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiatedin the case of any such amounts overdue for a period in excess of thirty days) are being contested in good faith by appropriate proceedings, and such reserve as may be with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP shall have been made thereforGAAP;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law incurred in the ordinary course of business in respect connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations that are not yet due for the payment of borrowed money or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made thereforother Indebtedness);
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, restrictions, encroachments, and other similar encumbrancesdefects, and minor defects exceptions or irregularities in the chain of title that are customarily accepted title, in the oil and gas financing industry, none of each case which do not materially interfere with the ordinary conduct of the business of Borrower Holdings or any Subsidiary or materially detract from the value or use of the Property to which they applyits Subsidiaries;
(jf) any interest or title of a lessor or sublessor under any lease;
(g) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(h) purported Liens evidenced by the filing of precautionary UCC financing statements;
(i) Liens in favor of landlords or lessors under operating leases or Capital Leases customs and revenue authorities arising as a matter of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged law to secure performance payment of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not customs duties in connection with the borrowing importation of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05goods; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.AMENDED AND RESTATED CREDIT AGREEMENT
Appears in 1 contract
Sources: Credit Agreement (J Crew Group Inc)
Liens, Etc. The Borrower shall will not, and will not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to or any Holdco Entity to, create, assume, incur, incur or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and or any of its Subsidiaries or any Holdco Entity may create, incur, assume, or suffer to exist Liens (all of which shall be referred to as "“Permitted Liens"”):
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges charges, or levies on Property of the Borrower, any of its Subsidiaries or any Holdco Entity not yet due or that (provided foreclosure, sale, sale or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(dc) Liens in favor of vendorsbankers and/or financial institutions in respect of deposit accounts, other Liens imposed by law, such as landlords’, carriers’, warehousemen, repairmen, ’s and mechanics, workmen, materialmen, suppliers, laborers, construction, or ’ liens and other similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, provided such reserve as may be required by GAAP shall have been made therefor;
(ed) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' ’ compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower, any of its Subsidiaries or any Holdco Entity;
(he) Liens arising under operating agreementscomprised of minor defects, unitization irregularities, and pooling agreements deficiencies in title to, and orderseasements, Farmout agreementsrights-of-way, gas balancing agreements zoning restrictions and other similar agreementsrestrictions, in each case that are customary charges or encumbrances, defects and irregularities in the Oil physical placement and Gas Business location of pipelines within the areas covered by the easements, leases, licenses and that are entered into other rights in the ordinary course of business that are taken into account real property in computing the net revenue interests and working interests favor of the Borrower or any of its Subsidiaries warranted or any Holdco Entity which, individually and in the Security Instrumentsaggregate, to the extent that any such Lien referred to in this clause does do not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or Business, do not materially detract from the value or the use of the Property to property which they applyaffect, and could not reasonably have a Material Adverse Effect;
(jf) Liens in favor comprised of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged deposits to secure the performance of bids, tenderstrade contracts (other than for borrowed money), performance bondsleases, statutory obligations, surety and appeals appeal bonds, or regulatory compliance or performance bonds and other obligations of a like nature incurred in the ordinary course of business; 3rd Amended/Restated Credit Agreement
(g) created out of judgments or awards against the Borrower, any of its Subsidiaries or any Holdco Entity and that (i) do not give rise to an Event of Default and (ii) with respect to which the Borrower, such Subsidiary or such Holdco Entity at the time shall be properly and timely prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review;
(i) constituting purchase money Liens or security interests upon or in any Property acquired or held by the Borrower or any of its Subsidiaries or any Holdco Entity in the ordinary course of business to secure the purchase price of such Property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such Property and (ii) securing Capital Leases; provided that (A) the aggregate principal amount of the indebtedness secured by the Liens permitted by this paragraph (h) shall not exceed the greater of (x) $75,000,000 and (y) two and one-half percent (2.5%) of the Borrower’s Consolidated Net Tangible Assets, (B) no such Lien may extend to or cover any Property other than the Property being acquired or leased, and (C) no such renewal or refinancing may extend to or cover any property not previously subject to the Lien being renewed or refinanced;
(i) assumed by Borrower or its Subsidiaries or any Holdco Entity in connection with an Acquisition; provided, that such Liens were not created in contemplation of such Acquisition and do not extend to any assets other than those acquired, and the borrowing applicable Debt is permitted by Section 6.02(i);
(j) (i) existing on the Amendment No. 2 Closing Date and listed on Schedule 6.01 attached hereto and (ii) any Liens in favor of moneythe Parent or any of its Subsidiaries that are not Loan Parties (or any assignee or successor thereto that is an Affiliate of the Parent) securing certain obligations owing to the Parent or any of its Subsidiaries that are not Loan Parties (or such Affiliate assignee or successor) similar to those obligations owing under the Pipelines and Terminals Agreements so long as such Liens are subordinated to the Liens on the same assets securing the Obligations on terms not less advantageous to the Administrative Agent and the Lenders and similar to those contained in the Subordination, Non-Disturbance and Attornment Agreement executed by the Administrative Agent and HollyFrontier Corporation as of July 8, 2005, in each case, including any renewals or extensions thereof; provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefitted thereby is permitted by Section 6.02;
(k) securing Debt permitted under Section 6.02(k); and
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing Swap Contracts between the performance obligations Borrower or any of Borrower under its Subsidiaries or any Hedge Contract (Holdco Entity and any Person who is not a Lender or an Affiliate of a Lender party to such Swap Contract; provided the aggregate amount of cash and/or Liquid Investments subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not may at no time exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,00025,000,000.
Appears in 1 contract
Sources: Third Amended and Restated Credit Agreement (HF Sinclair Corp)
Liens, Etc. The Borrower shall Partnership will not create, assume, incur, create or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on Lien, upon or in with respect of to any of its Property properties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except in each case to secure or provide for the payment of any Debt of any Person, unless the Partnership's obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt; provided however that the Borrower and its Subsidiaries may create, incur, assume, or suffer foregoing restriction shall not apply to exist (all of the following Liens which shall be referred to as "Permitted Liens"):are permitted:
(ai) set-off rights, arising by operation of law or under any contract entered into in the ordinary course of business, and bankers' Liens, Liens securing the Obligationsof carriers, warehousemen, mechanics, workmen, employees, materialmen and other Liens imposed by law;
(bii) Liens in favor of the United States of America to secure amounts paid to the Partnership or any of its Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are deposited and (y) supplies covered by such government contracts and material and other property acquired for or allocated to the performance of such government contracts;
(iii) attachment, judgment and other similar Liens arising in connection with legal proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings, and provided that any such judgment does not constitute an Event of Default;
(iv) Liens on accounts receivable resulting from the sale of such accounts receivable;
(v) Liens on assets of any Subsidiary of the Partnership existing at the time such Person becomes a Subsidiary (other than any such Lien created in contemplation of becoming a Subsidiary);
(vi) purchase money Liens or purchase money security interests upon or in any equipment property acquired or held by the Borrower Partnership or any of its Subsidiaries Subsidiary in the ordinary course of business prior to or at secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the property or to secure Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and property (provided that the amount of Debt secured by such Lien does not exceed 100% of the aggregate purchase price of such equipment, property and transaction costs relating to such acquisition) and Liens existing on such property at the time of its acquisition (ii) is secured only by other than any such equipment Lien created in contemplation of such acquisition); and not by any other assets the interest of the Borrower and its Subsidiaries, and (iii) lessor thereof in any property that is not increased in amountsubject to a Capital Lease;
(cvii) Liens, other than Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested described in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
clauses (i) easementsthrough (vi) and in clause (ix), rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and Debt not in connection with the borrowing excess of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate 5,000,000 principal amount at any time outstanding outstanding;
(viii) Liens resulting from any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (iv), (v) and (vi) so long as (x) the aggregate principal amount of any such Debt shall not increase as a result of any such extension, renewal or replacement and (y) Liens resulting from any such extension, renewal or replacement shall cover only such property which secured the Debt that is being extended, renewed or replaced; and
(ix) Liens on any of the properties described in Exhibit F hereto to secure Debt, provided that the amount of such Debt does not exceed $250,000100% of the fair market value of the property encumbered by such Lien at the time such Debt is incurred.
Appears in 1 contract
Liens, Etc. The Except as permitted under Section 7.2, the Borrower shall will not create, incur, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, incur, assume, incur, or suffer to exist, any Lien on upon or in with respect of to any of its Property properties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except that in each case to secure or provide for the Borrower and its Subsidiaries may createpayment of any Indebtedness of any Person, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):
other than the following: (a) Liens securing the Obligations;
(b) purchase purchase-money Liens or purchase money security interests upon or in any equipment property acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, property; (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(cb) Liens for taxes, assessments, assessments or other governmental charges or levies not yet due or that (provided foreclosure, sale, the imposition or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor amount of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted is diligently contesting in good faith by appropriate proceedings and for which adequate reserves for payment thereof have been established; (c) pledges or deposits to secure performance in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases to which the Borrower or any of its Subsidiaries is a party, in each case made in the Security Instruments;
ordinary course of business; (gd) materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising in the ordinary course of business out of pledges business, or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations obtain the release of the Borrower;
such Liens; (he) Liens arising under operating agreementsexisting on property, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of acquired by the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not business, at the time of acquisition of such property (other than any such Lien created in connection with contemplation of such acquisition); (f) Liens created to secure Indebtedness in respect of First Mortgage Bonds issued after the borrowing date hereof, all of money;
the proceeds of which are used to repay the Advances; (lg) Liens in favor existence on the date of collecting this Agreement; and (h) Liens created for the sole purpose of extending, renewing or payor banks having replacing in whole or in part Indebtedness secured by any Lien referred to in the foregoing clauses (a) through (g) (provided, however, that the principal amount of Indebtedness secured thereby does not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, is limited to all or a right of setoff, revocation, refund or chargeback with respect to money or instruments of any part of the Company Group property that secured the Lien so extended, renewed or replaced and any improvements on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14property);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, create or suffer to exist, or and shall not permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property or such Subsidiary's properties, whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):for:
(a) Liens securing created pursuant to the ObligationsLoan Documents;
(b) purchase Purchase money Liens or purchase money security interests upon or in any equipment property acquired or held by the Borrower or any such Subsidiary of its Subsidiaries the Borrower in the ordinary course of business prior to or at secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such equipmentproperty (and any refinancings thereof), and does Liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); provided, however, that the aggregate principal amount of the Indebtedness secured by the Liens referred to in this clause (b) and in clause (h) below shall not exceed $75,000,000 in the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by at any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amounttime outstanding;
(c) Liens for taxesarising by operation of law (statutory or common) in favor of materialmen, assessmentsmechanics, or other governmental charges or levies not yet due or that (provided foreclosurewarehousemen, salecarriers, lessors or other similar proceedings shall Persons incurred by the Borrower or any such Subsidiary in the ordinary course of business which secure its obligations to such Person; provided, however, that (i) the Borrower or such Subsidiary is not have been initiated) are being contested in default with respect to such payment obligation to such Person, unless the Borrower or such Subsidiary is in good faith and by appropriate proceedingsproceedings diligently contesting such obligation and adequate provision is made for the payment thereof, and (ii) all such reserve as may be required by GAAP shall defaults in the aggregate have been made thereforno Material Adverse Effect;
(d) Liens (excluding environmental liens) securing taxes, assessments or governmental charges or levies; provided, however, that (i) neither the Borrower nor any such Subsidiary is in favor default in respect of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, any payment obligation with respect thereto unless the Borrower or similar such Designated Subsidiary is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof and (ii) all such defaults in the aggregate have no Material Adverse Effect;
(e) Liens arising by operation of law incurred or pledges and deposits made in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedingsconnection with workers' compensation, providedunemployment insurance, that, such reserve as may be required by GAAP shall have been made thereforold-age pensions and other social security benefits;
(ef) Liens securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety and appeal bonds and other obligations of like nature, incurred as an incident to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owingbusiness, which amounts are not yet due or are being contested in good faith by appropriate proceedingsand judgment liens; provided, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of productionhowever, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted all such Liens in the Security Instrumentsaggregate have no Material Adverse Effect;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation lawsZoning restrictions, unemployment insuranceeasements, old age pensions or other social security or retirement benefitslicenses, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreementsreservations, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair restrictions on the use of the Property covered by such Lien for the purposes for real property or minor irregularities incident thereto which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects do not in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or aggregate materially detract from the value or use of the Property to property or assets of the Borrower or any such Subsidiary or impair, in any material manner, the use of such property for the purposes for which they apply;such property is held by the Borrower or any such Subsidiary; and
(jh) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Partyto secure capitalized lease obligations; provided that provided, however, that: (i) any such Lien shall secure only is created solely for the obligations purpose of such Loan Party arising under securing Indebtedness representing, or incurred to finance, refinance or refund, the applicable operating lease or Capital Leasecost (including, and without limitation, the cost of construction) of the property subject thereto, (ii) the Debt under principal amount of the Indebtedness secured by such Capital Leases is permitted under Section 6.02 below;Lien does not exceed 100% of such cost, and (iii) such Lien does not extend to or cover any other property other than such item of property and any improvements on such item and (iv) the aggregate principal amount of Indebtedness secured by the Liens referred to in this clause (h) and in clause (b) above shall not exceed $75,000,000 in the aggregate at any time outstanding.
(i) Any Liens to secure the performance of obligations in respect to Permitted Senior Indebtedness.
(j) Any Liens to secure the performance of obligations in respect to Permitted Subordinated Indebtedness.
(k) Those existing Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14on Schedule 6.01(k);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.
Appears in 1 contract
Sources: Credit Agreement (Hearusa Inc)
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any Significant Subsidiary of its Subsidiaries such Borrower (other than FES, AESC and their respective Subsidiaries) to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property whether now owned properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary of such Borrower (other than FES, AESC and their respective Subsidiaries)), in each case to secure or hereafter acquiredprovide for the payment of Indebtedness, other than (i) liens consisting of (A) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation, (B) deposits in the ordinary course of business to secure, or assign any right to receive incomein lieu of, except that the Borrower and its Subsidiaries may createsurety, incur, assumeappeal, or suffer customs bonds to exist which such Borrower or Significant Subsidiary is a party, (all C) pledges or deposits in the ordinary course of which shall be referred business to as "Permitted secure performance in connection with bids, tenders or contracts (other than contracts for the payment of money), or (D) materialmen’s, mechanics’, carriers’, workers’, 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 in the release of such Liens"):
; (a) Liens securing the Obligations;
(bii) purchase money Liens liens or purchase money security interests upon or in any equipment property acquired or held by the such Borrower or any of its Subsidiaries Significant Subsidiary in the ordinary course of business prior to or at business, which secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or secure indebtedness incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and property; (iii) Liens existing on property acquired by such Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of such Borrower or Significant Subsidiary or is merged into or consolidated with such Borrower or Significant Subsidiary; provided, in each case, that such Liens were not increased in amount;
created to secure the acquisition of such Person; (c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(div) Liens in favor existence on the date of vendorsthis Agreement; (v) Liens created by any First Mortgage Indenture, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation so long as under the terms thereof no “event of law in the ordinary course of business default” (howsoever designated) in respect of obligations that are not yet due any bonds issued thereunder will be triggered by reference to an Event of Default or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
Unmatured Default; (evi) Liens securing Attributable Securitization Obligations on the assets purported to operators and non-operators under joint operating agreements arising be sold in connection with the ordinary course applicable Permitted Securitization; (vii) Liens securing Nonrecourse Indebtedness; (viii) Liens on cash or cash equivalents deposited on behalf of the business or pledged to counterparties with respect to Permitted Obligations of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
Significant Subsidiaries; (gix) Liens arising in the ordinary course on cash or cash equivalents to defease Indebtedness of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the such Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
Subsidiaries; (i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(kx) Liens on cash or securities pledged cash equivalents constituting proceeds from a disposition of assets otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to secure performance the purchaser of bidssuch assets; (xi) Liens securing obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, tendersprovided that such Liens extend to only the equipment, performance bondsproject, surety and appeals bonds, or regulatory compliance nuclear fuel or other obligations assets financed with the proceeds of a like nature incurred in the ordinary course of business and not such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which such Borrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of such Borrower or Significant Subsidiary other than the borrowing assets of money;
such Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (lxiii) Liens created for the sole purpose of refinancing, extending, renewing or replacing in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with whole or in possession of such bank;
(m) Liens on cash and Liquid Investments securing part Indebtedness secured by any Lien referred to in the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as foregoing clauses (i) through (xii); provided, however, that the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) so secured at the time of such Liens are refinancing, extension, renewal or replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline all or pipeline facilities, Hydrocarbons or Properties a part of the Company Group which arise out of operation of law property or Indebtedness that secured the Lien so extended, renewed or replaced (and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000improvements on such property).
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Subsidiaries or any other Loan Party to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, except that other than the following Liens (to the extent, with respect to the Borrower or any of its assets or properties (x) if created, incurred or assumed by the Borrower on or after the Filing Date are approved and its Subsidiaries may createauthorized by the Bankruptcy Court and (y) if created, incurincurred or assumed by the Borrower before the Filing Date are valid, assume, or suffer to exist perfected and non-avoidable in accordance with applicable law) (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing created pursuant to the ObligationsLoan Documents or the Interim Financing Order or the Final Financing Order;
(b) purchase money Liens existing on the date hereof, as set forth in Schedule 8.01 hereto;
(c) Liens for taxes, assessments or purchase money security interests upon governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.02 hereof;
(d) Liens created by operation of law other than Environmental Liens, such as liens of materialmen, mechanics, carriers, warehousemen, suppliers, and other similar liens, arising in any equipment acquired the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or held which are being contested in good faith by appropriate proceedings;
(e) deposits, pledges or Liens (other than Liens arising under ERISA) securing (1) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (2) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (3) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due;
(f) restrictions on the use of Real Estate and minor irregularities in the title thereto which (1) do not secure obligations for the payment of money, other than those created pursuant to the Loan Documents or are permitted under clauses (b) and (j) of this Section 8.01 or (2) do not materially impair the value of such Real Estate or its use by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition normal conduct of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountPerson's business;
(cg) purchase money Liens for taxes, assessments, on or other governmental charges purchase money security interests in equipment or levies not yet due Real Estate acquired or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law held in the ordinary course of its business in respect securing Indebtedness, provided that the Indebtedness secured by such Liens or security interests shall not exceed the aggregate principal amount of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower$100,000 per annum;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, securing Capitalized Leases to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject theretopermitted under Section 8.13;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply[Intentionally left blank];
(j) Liens in favor on Real Estate of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall the Borrower which secure only Indebtedness incurred by the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 belowBorrower;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money[Intentionally left blank];
(l) Liens in favor of collecting upon any property or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments assets of any Subsidiary of the Company Group on deposit Borrower existing at the time such Subsidiary is acquired by, merged into or consolidated with the Borrower in accordance with the terms of this Agreement, provided that such Liens were not created in contemplation of any such acquisition, merger or in possession of such bankconsolidation;
(m) pre-existing Liens on cash and Liquid Investments securing upon any property or assets existing at the performance obligations time such property or assets are acquired by the Borrower, provided that such Liens were not created in contemplation of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14)such acquisition;
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited created pursuant to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;Senior Notes Collateral Agreement; and
(o) Subject to paragraphs renewals and replacements of the Liens described in clauses (cb), (g), (f), (l), (m) and (dn) of this Section 6.018.01, non-consensual statutory Liens on pipeline provided that any such renewal or pipeline facilities, Hydrocarbons replacement Lien shall be limited to the property or Properties of assets covered by the Company Group which arise out of operation of law Lien renewed or replaced and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt Indebtedness secured by any such renewal or replacement Lien shall be in an aggregate principal amount at any time outstanding not to exceed $250,000greater than the amount of Indebtedness secured by the Lien renewed or replaced.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Golden Books Family Entertainment Inc)
Liens, Etc. The Borrower shall not create, assume, incur, create or suffer to exist, or and shall not permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property or such Subsidiary’s properties, whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):for:
(a) Liens securing created pursuant to the ObligationsLoan Documents;
(b) purchase Purchase money Liens or purchase money security interests upon or in any equipment property acquired or held by the Borrower or any such Subsidiary of its Subsidiaries the Borrower in the ordinary course of business prior to or at secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such equipmentproperty (and any refinancings thereof), and does Liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); provided, however, that the aggregate principal amount of the Indebtedness secured by the Liens referred to in this clause (b) and in clause (h) below shall not exceed $75,000,000 in the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by at any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amounttime outstanding;
(c) Liens for taxesarising by operation of law (statutory or common) in favor of materialmen, assessmentsmechanics, or other governmental charges or levies not yet due or that (provided foreclosurewarehousemen, salecarriers, lessors or other similar proceedings shall Persons incurred by the Borrower or any such Subsidiary in the ordinary course of business which secure its obligations to such Person; provided, however, that (i) the Borrower or such Subsidiary is not have been initiated) are being contested in default with respect to such payment obligation to such Person, unless the Borrower or such Subsidiary is in good faith and by appropriate proceedingsproceedings diligently contesting such obligation and adequate provision is made for the payment thereof, and (ii) all such reserve as may be required by GAAP shall defaults in the aggregate have been made thereforno Material Adverse Effect;
(d) Liens (excluding environmental liens) securing taxes, assessments or governmental charges or levies; provided, however, that (i) neither the Borrower nor any such Subsidiary is in favor default in respect of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, any payment obligation with respect thereto unless the Borrower or similar such Designated Subsidiary is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof and (ii) all such defaults in the aggregate have no Material Adverse Effect;
(e) Liens arising by operation of law incurred or pledges and deposits made in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedingsconnection with workers’ compensation, providedunemployment insurance, that, such reserve as may be required by GAAP shall have been made thereforold-age pensions and other social security benefits;
(ef) Liens securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety and appeal bonds and other obligations of like nature, incurred as an incident to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owingbusiness, which amounts are not yet due or are being contested in good faith by appropriate proceedingsand judgment liens; provided, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of productionhowever, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted all such Liens in the Security Instrumentsaggregate have no Material Adverse Effect;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation lawsZoning restrictions, unemployment insuranceeasements, old age pensions or other social security or retirement benefitslicenses, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreementsreservations, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair restrictions on the use of the Property covered by such Lien for the purposes for real property or minor irregularities incident thereto which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects do not in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or aggregate materially detract from the value or use of the Property to property or assets of the Borrower or any such Subsidiary or impair, in any material manner, the use of such property for the purposes for which they apply;such property is held by the Borrower or any such Subsidiary; and
(jh) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Partyto secure capitalized lease obligations; provided that provided, however, that: (i) any such Lien shall secure only is created solely for the obligations purpose of such Loan Party arising under securing Indebtedness representing, or incurred to finance, refinance or refund, the applicable operating lease or Capital Leasecost (including, and without limitation, the cost of construction) of the property subject thereto, (ii) the Debt under principal amount of the Indebtedness secured by such Capital Leases is permitted under Section 6.02 below;
Lien does not exceed 100% of such cost, and (kiii) such Lien does not extend to or cover any other property other than such item of property and any improvements on such item and (iv) the aggregate principal amount of Indebtedness secured by the Liens on cash or securities pledged referred to secure performance of bids, tenders, performance bonds, surety in this clause (h) and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in clause (b) above shall not exceed $75,000,000 in the ordinary course of business and not in connection with the borrowing of money;aggregate at any time outstanding.
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Those existing Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section set forth on Schedule 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.
Appears in 1 contract
Sources: Credit Agreement (Hearusa Inc)
Liens, Etc. The Borrower shall will not, and will not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to to, create, assume, incur, incur or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and or any of its Subsidiaries may create, incur, assume, or suffer to exist Liens (all of which shall be referred to as "“Permitted Liens"”):
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges charges, or levies on Property of the Borrower or any Guarantor not yet due or that (provided foreclosure, sale, sale or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(dc) Liens in favor of vendorsbankers and/or financial institutions in respect of deposit accounts, other Liens imposed by law, such as landlords’, carriers’, warehousemen, repairmen, ’s and mechanics, workmen, materialmen, suppliers, laborers, construction, or ’ liens and other similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, provided such reserve as may be required by GAAP shall have been made therefor;
(ed) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' ’ compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the BorrowerBorrower or any Guarantor;
(he) Liens arising under operating agreementscomprised of minor defects, unitization irregularities, and pooling agreements deficiencies in title to, and orderseasements, Farmout agreementsrights-of-way, gas balancing agreements zoning restrictions and other similar agreementsrestrictions, in each case that are customary charges or encumbrances, defects and irregularities in the Oil physical placement and Gas Business location of pipelines within the areas covered by the easements, leases, licenses and that are entered into other rights in the ordinary course of business that are taken into account real property in computing the net revenue interests and working interests favor of the Borrower or any of its Subsidiaries warranted which, individually and in the Security Instrumentsaggregate, to the extent that any such Lien referred to in this clause does do not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or Business, do not materially detract from the value or the use of the Property to property which they applyaffect, and could not reasonably have a Material Adverse Effect;
(jf) Liens in favor comprised of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged deposits to secure the performance of bids, tenderstrade contracts (other than for borrowed money), performance bondsleases, statutory obligations, surety and appeals appeal bonds, or regulatory compliance or performance bonds and other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of moneybusiness;
(lg) Liens in favor created out of collecting judgments or payor banks having a right of setoff, revocation, refund awards against the Borrower or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash Guarantor and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as that (i) such Liens are limited do not give rise to insurance policies an Event of Default and (ii) with respect to which the Borrower or any Guarantor at the time shall be properly and timely prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such premiums are financedappeal or proceedings for review;
(h) constituting purchase money Liens or security interests upon or in any Property acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such Property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such Property; provided that (A) the aggregate principal amount of the indebtedness secured by the Liens permitted by this paragraph (i) shall not exceed $30,000,000, (B) no such Lien may extend to or cover any Property other than the Property being acquired, and (C) no such renewal or refinancing may extend to or cover any property not previously subject to the Lien being renewed or refinanced;
(i) (i) assumed by Borrower or its Subsidiaries in connection with an Acquisition and (ii) securing Capital Leases; provided that the obligations aggregate amount of all Debt secured by such Liens do may not exceed $500,000 30,000,000 in the aggregate;
(oj) Subject to paragraphs (c) existing on the Effective Date and (d) of this Section 6.01, non-consensual statutory Liens listed on pipeline Schedule 6.01 attached hereto and any renewals or pipeline facilities, Hydrocarbons extensions thereof; provided that the property covered thereby is not increased and any renewal or Properties extension of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05obligations secured or benefitted thereby is permitted by Section 6.02; and
(qk) Liens not otherwise securing Debt permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000Section 6.02(k).
Appears in 1 contract
Liens, Etc. The Borrower shall not, and shall not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to createto, assume, incur, create or suffer to exist, exist any Lien on upon or in with respect of to any of its Property assets or properties, whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may createin each case to secure any Debt of any Person, incurother than (in each case, assume, or suffer to exist (all of which shall be referred to as "a “Permitted Liens"Lien”):
(ai) Liens securing in favor of the ObligationsLender;
(bii) purchase money Liens existing on the Closing Date and listed on Schedule 6.02(a) and any modifications, replacements, renewals, refinancings or purchase money security interests upon extensions thereof; provided that the Lien does not extend to any additional property other than (A) Replacement Assets, and (B) proceeds and products thereof;
(iii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or in any equipment acquired or held by the Borrower or any of its Subsidiaries other like Liens arising in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law law, and Liens incurred by the Borrower or such Subsidiary in the ordinary course of business in respect connection with worker’s compensation, unemployment insurance and other types of social security, or to secure the performance of surety and appeal bonds, deeds, leases (other than Debt), government contracts, bids, trade contracts, statutory obligations, performance and return of money bonds and other similar obligations;
(iv) Liens or charges arising in favor of governmental authorities by operation of law for which no default exists in the payment of the obligations that are not yet due secured thereby or that which are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made thereforcompliance with Section 6.01(d);
(ev) Liens arising under (A) the security documents in respect of Hedge Agreements permitted under Section 6.02(b)(iii) in favor of the Lender or its Affiliates and (B) agreements relating to operators Cash Management Obligations in favor of the Lender or its Affiliates;
(vi) Capital Leases of, and non-operators security interests in, assets acquired, constructed or improved (whether real or personal, tangible or intangible) by the Borrower or such Subsidiary after the date hereof, provided that such Liens and the Debt secured thereby (A) are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (B) the Debt secured thereby does not exceed the cost of acquiring, constructing or improving such assets and is otherwise permitted by Section 6.02(b)(ii), and (C) such Liens shall not apply to any other property or assets of the Borrower or such Subsidiary (other than Replacement Assets);
(vii) Liens of landlords and mortgagees of landlords arising by statute;
(viii) judgment Liens securing judgments and other proceedings not constituting an Event of Default hereunder;
(ix) Liens existing on (A) property acquired by such Loan Party or Subsidiary at the time of such acquisition or (B) assets of a Person at the time such Person is acquired, so long as (1) the Lien was not created in contemplation of such acquisition, (2) the amount of the obligations secured thereby has not been increased in connection with such acquisition or at any time thereafter (except in connection with any Permitted Refinancing), (3) any such Lien does not extend to property not subject to such Lien at the time of such acquisition (other than improvements thereon and Replacement Assets), any such Lien is applicable only to specific property, and such Liens are not “blanket” or all asset Liens, and (4) such Lien secures only (x) those obligations which it secures on the date of such acquisition or the date such Person is acquired, as the case may be, and such obligations are otherwise permitted by Section 6.02(b)(vii) and (y) any Permitted Refinancing of such obligations;
(x) to the extent constituting a Lien, any interest or title of a lessor under joint any personal property operating agreements arising lease entered into in the ordinary course of business of the Borrower or any Subsidiary and precautionary financing statement filings relating thereto;
(xi) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made thereforany of its Subsidiaries;
(fxii) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls Liens on production, preferential purchase rights and other burdens on or deductions from the proceeds assets of production, Foreign Subsidiaries; provided that (A) such Liens do not secure Debt for borrowed money and extend to, or encumber, assets that are taken into account in computing constitute Collateral or the net revenue interests and working interests Equity Interests of the Borrower or any of its Subsidiaries warranted in the Security InstrumentsSubsidiaries, and (B) such Liens extending to the assets of any Foreign Subsidiary secure only Debt incurred by such Foreign Subsidiary pursuant to Section 6.02(b)(vi), (vii) or (xi);
(gxiii) (A) Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (B) Liens arising in the ordinary course of business out of pledges any depositary bank or deposits under workers' compensation lawssecurities intermediary in connection with statutory, unemployment insurance, old age pensions common law and customary contractual rights of set-off and recoupment with respect to any deposit account or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into securities account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject theretothereof;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(kxiv) Liens on cash or securities pledged to secure performance obligations in respect of bids, tenders, performance bonds, surety and appeals bonds, letters of credit or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower banker’s acceptances permitted under any Hedge Contract (subject to the limitations set forth in Section 6.146.02(b)(x);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(qxv) other Liens not otherwise permitted under this Agreement incurred in the ordinary course of business specifically listed above securing Debt in an aggregate principal amount at any time outstanding obligations not to exceed $250,0005,000,000 in the aggregate at any time outstanding.
Appears in 1 contract
Sources: Credit Agreement (Box Inc)
Liens, Etc. The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):exist:
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or specified in any equipment acquired or held the attached Schedule 6.01 on the Property owned by the Borrower or any of and its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, which is specified therein securing only the Debt disclosed to be secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amounttherein;
(c) Liens securing purchase money indebtedness permitted under Section 6.02(c), provided that each such Lien encumbers only the property acquired in connection with the creation of any such purchase money indebtedness;
(d) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, distraint, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(de) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, provided such reserve as may be required by GAAP shall have been made therefor;
(ef) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any the relevant Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(qh) Liens not otherwise permitted of record under this Agreement incurred terms and provisions of the leases, unit agreements, assignments, and other transfer of title documents in the ordinary course chain of business securing Debt in an aggregate principal amount at any time outstanding not title under which the Borrower or the relevant Subsidiary acquired the Property, which have been disclosed to exceed $250,000the Agent.
Appears in 1 contract
Sources: Credit Agreement (Stone Energy Corp)
Liens, Etc. The Borrower shall Company will not, and will not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to to, directly or indirectly create, assume, incur, assume or suffer permit to exist, exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset (including, without limitation, any document or instrument in respect of goods or accounts receivable) of the Company or any of its Property such Subsidiary (and in no event shall any amounts outstanding under the Bank Facility, any Committed Medium-Term Financing or any Committed External Financing be secured by any Liens) whether now owned or hereafter acquired, or any income or profits therefrom or assign or otherwise convey any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assumeincome or profits unless it makes, or suffer causes to exist be made, effective provision whereby the Notes will be equally and ratably secured with any and all other obligations thereby secured, (all x) such security to be granted (i) no later than the date upon which the Lien is granted, and (ii) pursuant to an agreement reasonably satisfactory to the Required Holders and (y) if such obligations are the Bank Facility, any Committed Medium-Term Financing or any Committed External Financing, the holders of which such obligations shall have entered into an intercreditor agreement with the Noteholders satisfactory in form, scope and substance to each Noteholder in its sole discretion and, in any case, the Notes shall have the benefit to the fullest extent that, and with such priority as, the holders of the Notes may be referred to as "Permitted Liens"):entitled under applicable law, of an equitable Lien on such property, except:
(a) Liens securing the Obligationsexisting as of December 31, 2002 and described in Schedule 5.13;
(b) purchase money Liens for taxes or purchase money security interests upon assessments or in any equipment acquired other applicable governmental charges or held levies not yet delinquent or which are being contested as permitted by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountSection 9.4;
(c) Liens for taxes, assessments, created or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect business, including, without limitation, landlords’ liens and statutory liens of obligations that carriers, warehousemen, mechanics, materialmen, vendors and other Liens securing amounts which are not yet due or that which are being contested on a timely basis in good faith by appropriate proceedings, provided, that, means (so long as the enforcement of any such reserve as may Lien shall be required by GAAP shall stayed during such contest) and for which appropriate reserves or similar provision have been made thereforunder Applicable GAAP;
(ed) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower incurred or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been deposits made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under in connection with workers' compensation laws’ compensation, unemployment insurance, old age pensions or insurance and other types of social security or retirement benefits, or similar legislation or to secure public the performance of tenders, statutory obligations, surety or statutory obligations appeal bonds, bids, leases, government contracts, performances in return of the Borrowermoney bonds and similar obligations;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(ie) easements, rights-of-way, zoning and similar restrictions and other similar encumbrances, and minor defects in Liens not materially impairing the chain value of title that are customarily accepted in the oil and gas financing industry, none of property to which interfere such restrictions or other similar Liens attach or interfering with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they applyCompany and its Subsidiaries;
(jf) any attachment or judgment Lien unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the expiration of any such stay;
(g) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance banks or other obligations of a like nature incurred depository institutions arising in the ordinary course of business and not in connection with the borrowing from statutory rights of moneyset-off;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any ----------- of its Consolidated Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on or in with respect of to any of its Property properties (other than, in the case of the Company, the Company's treasury stock), whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive incomeincome in order to secure Debt or any other obligation, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):other than:
(aA) Liens securing the Obligations;
for taxes, assessments, governmental charges or levies or other amounts owed to governmental entities other than for borrowed money; (bB) purchase money Liens or purchase money security interests upon or in any equipment acquired or held imposed by the Borrower or any of its Subsidiaries law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business prior securing obligations that are not overdue for a period of more than 30 AMENDMENT NO. 3 (SOLUTIA FIVE YEAR CREDIT AGREEMENT) days or that are being contested in good faith; (C) pledges or deposits to secure obligations under workers' compensation laws or at similar legislation or to secure public or statutory obligations; (D) easements, rights of way and other encumbrances on title to real property that do not render title to the time of property encumbered thereby unmarketable or materially adversely affect the Borrower's or such Subsidiary's acquisition use of such equipmentproperty for its present purposes; providedand (E) Liens in favor of a landlord arising in the ordinary course of business,
(ii) purchase money Liens upon or in any property, that, assets or stock acquired or held by the Company or any Subsidiary in the ordinary course of business to secure the purchase price or construction cost of such property or to secure Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition or construction of such equipmentproperty whether incurred prior or subsequent to such acquisition or construction, or Liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, and does no such extension, renewal or replacement shall extend to or cover any property not exceed theretofore subject to the Lien being extended, renewed or replaced,
(iii) Liens securing Debt, judgments and ERISA claims existing on the date of Amendment No. 3 hereto and identified in Schedule 1 to Amendment No. 3,
(iv) Liens created pursuant to the Security Documents,
(v) additional Liens securing obligations in an aggregate purchase price amount not exceeding $5,000,000 at any one time outstanding,
(vi) a pledge of such equipmentthe proceeds of any unsecured Debt issued pursuant to Section 5.02(g)(x) to secure the 6.50% notes due 2002,
(vii) the replacement, extension or renewal of any Lien permitted by clauses (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, above upon or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due same property theretofore subject thereto or that are being contested in good faith by appropriate proceedingsthe replacement, provided, that, such reserve as may be required by GAAP shall have been made therefor;
extension or renewal (e) Liens to operators and non-operators under joint operating agreements arising without increase in the ordinary course amount or change in any direct or contingent obligor) of the business of the Borrower or the relevant Subsidiary to secure amounts owingamount secured thereby, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(qviii) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.intercompany Liens. AMENDMENT NO. 3 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
Appears in 1 contract
Sources: Credit Agreement (Solutia Inc)
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Subsidiaries or any other Loan Party to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, except that other than the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist following Liens (all of which shall be referred to as "Permitted LiensPERMITTED LIENS"):
(a) Liens securing created pursuant to the ObligationsLoan Documents;
(b) purchase money Liens existing on the date hereof, as set forth in Schedule 8.01 hereto;
(c) Liens for taxes, assessments or purchase money security interests upon governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.02 hereof;
(d) Liens created by operation of law other than Environmental Liens, such as liens of materialmen, mechanics, carriers, warehousemen, suppliers, and other similar liens, arising in any equipment acquired the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or held which are being contested in good faith by appropriate proceedings;
(e) deposits, pledges or Liens (other than Liens arising under ERISA) securing (1) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (2) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (3) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due;
(f) restrictions on the use of Real Estate and minor irregularities in the title thereto which (1) do not secure obligations for the payment of money, other than those created pursuant to the Loan Documents or are permitted under clauses (b) and (j) of this Section 8.01 or (2) do not materially impair the value of such Real Estate or its use by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition normal conduct of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountPerson's business;
(cg) purchase money Liens for taxes, assessments, on or other governmental charges purchase money security interests in equipment or levies not yet due Real Estate acquired or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law held in the ordinary course of its business in respect securing Indebtedness, PROVIDED that the Indebtedness secured by such Liens or security interests shall not exceed the aggregate principal amount of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower$100,000 per annum;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, securing Capitalized Leases to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject theretopermitted under Section 8.13;
(i) easementsLiens created pursuant to a certain Escrow Agreement dated as of November 30, rights-of-way1999 among the Borrower, Parent, Artech Capital Corporation, and other similar encumbrancesBankers Trust Company as escrow agent under an Asset Purchase Agreement dated as of Novem ber 10, 1999 among the Borrower, Parent and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they applyArtech Capital Corporation;
(j) Liens in favor on Real Estate of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall the Borrower which secure only Indebtedness incurred by the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 belowBorrower;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money[Intentionally left blank];
(l) Liens in favor of collecting upon any property or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments assets of any Subsidiary of the Company Group on deposit Borrower existing at the time such Subsidiary is acquired by, merged into or consolidated with the Borrower in accordance with the terms of this Agreement, PROVIDED that such Liens were not created in contemplation of any such acquisition, merger or in possession of such bankconsolidation;
(m) pre-existing Liens on cash and Liquid Investments securing upon any property or assets existing at the performance obligations time such property or assets are acquired by the Borrower, PROVIDED that such Liens were not created in contemplation of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14)such acquisition;
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited created pursuant to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;Senior Notes Collateral Agreement; and
(o) Subject to paragraphs renewals and replacements of the Liens described in clauses (cb), (g), (f), (l), (m) and (dn) of this Section 6.018.01, non-consensual statutory Liens on pipeline PROVIDED that any such renewal or pipeline facilities, Hydrocarbons replacement Lien shall be limited to the property or Properties of assets covered by the Company Group which arise out of operation of law Lien renewed or replaced and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt Indebtedness secured by any such renewal or replacement Lien shall be in an aggregate principal amount at any time outstanding not to exceed $250,000greater than the amount of Indebtedness secured by the Lien renewed or replaced.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Golden Books Family Entertainment Inc)
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any Significant Subsidiary of its Subsidiaries such Borrower to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property whether now owned properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary of such Borrower), in each case to secure or hereafter acquiredprovide for the payment of Indebtedness, other than (i) liens consisting of (A) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation, (B) deposits in the ordinary course of business to secure, or assign any right to receive incomein lieu of, except that the Borrower and its Subsidiaries may createsurety, incur, assumeappeal, or suffer customs bonds to exist which such Borrower or Significant Subsidiary is a party, (all C) [reserved], (D) pledges or deposits in the ordinary course of which shall be referred business to as "Permitted secure performance in connection with bids, 72 753191124 tenders or contracts (other than contracts for the payment of money), or (E) materialmen’s, mechanics’, carriers’, workers’, 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 in the release of such Liens"):
; (a) Liens securing the Obligations;
(bii) purchase money Liens liens or purchase money security interests upon or in any equipment property acquired or held by the such Borrower or any of its Subsidiaries Significant Subsidiary in the ordinary course of business prior to or at business, which secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or secure indebtedness incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and property; (iii) Liens existing on property acquired by such Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of such Borrower or Significant Subsidiary or is merged into or consolidated with such Borrower or Significant Subsidiary; provided, in each case, that such Liens were not increased in amount;
created to secure the acquisition of such Person; (c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(div) Liens in favor existence on the date of vendorsthis Agreement; (v) Liens created by any First Mortgage Indenture, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation so long as under the terms thereof no “event of law in the ordinary course of business default” (howsoever designated) in respect of obligations that are not yet due any bonds issued thereunder will be triggered by reference to an Event of Default or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
Unmatured Default; (evi) Liens securing Attributable Securitization Obligations on the assets purported to operators and non-operators under joint operating agreements arising be sold in connection with the ordinary course applicable Permitted Securitization; (vii) Liens securing Nonrecourse Indebtedness; (viii) Liens on cash or cash equivalents deposited on behalf of the business or pledged to counterparties with respect to Permitted Obligations of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
Significant Subsidiaries; (gix) Liens arising in the ordinary course on cash or cash equivalents to defease Indebtedness of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the such Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
Subsidiaries; (i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(kx) Liens on cash or securities pledged cash equivalents constituting proceeds from a disposition of assets otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to secure performance the purchaser of bidssuch assets; (xi) Liens securing obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, tendersprovided that such Liens extend to only the equipment, performance bondsproject, surety and appeals bonds, or regulatory compliance nuclear fuel or other obligations assets financed with the proceeds of a like nature incurred in the ordinary course of business and not such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which such Borrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of such Borrower or Significant Subsidiary other than the borrowing assets of money;
such Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (lxiii) Liens created for the sole purpose of refinancing, extending, renewing or replacing in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with whole or in possession of such bank;
(m) Liens on cash and Liquid Investments securing part Indebtedness secured by any Lien referred to in the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as foregoing clauses (i) through (xii); provided, however, that the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) so secured at the time of such Liens are refinancing, extension, renewal or replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline all or pipeline facilities, Hydrocarbons or Properties a part of the Company Group which arise out of operation of law property or Indebtedness that secured the Lien so extended, renewed or replaced (and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000improvements on such property).
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Liens, Etc. The Borrower shall not create, assume, incur, create or suffer to exist, ---------- and shall not permit any of its Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of its or such Subsidiary's properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to createassign, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):for:
(a) Liens securing created pursuant to the ObligationsCollateral Documents;
(b) purchase money Liens Any Lien securing the renewal, extension or purchase money security interests upon refunding of any Indebtedness or other obligation secured by any Lien permitted by subsections (g) or (h) of this Section 7.1 without any increase in the amount secured thereby or in any equipment acquired the assets subject to such Lien;
(c) Liens arising by operation of law in favor of materialmen, mechanics, warehousemen, carriers, lessors or held other similar Persons incurred by the Borrower or any of its Subsidiaries in the ordinary course of business prior which secure its obligations to or at the time of the Borrower's or such Subsidiary's acquisition of such equipmentPerson; provided, thathowever, the Debt secured by such Liens that (i) was incurred solely for the purpose of financing the acquisition of Borrower -------- ------- or such equipment, Subsidiary is not in default with respect to such payment obligation to such Person and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) or such Subsidiary is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith and by appropriate proceedings, proceedings diligently contesting such obligation and such reserve as may be required by GAAP shall have been adequate provision is made thereforfor the payment thereof;
(d) Liens (excluding Environmental Liens) securing taxes, assessments or governmental charges or levies; provided, however, that neither the Borrower -------- ------- nor any of its Subsidiaries is in favor default in respect of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, any payment obligation with respect thereto;
(e) Liens incurred or similar Liens arising by operation of law pledges and deposits made in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedingsconnection with workers' compensation, providedunemployment insurance, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators old-age pensions and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made thereforother social security benefits;
(f) royaltiesZoning restrictions, overriding royaltieseasements, net profits interestslicenses, production paymentsreservations, reversionary interests, calls restrictions on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for real property or minor irregularities incident thereto which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects do not in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or aggregate materially detract from the value or use of the Property to property or assets of the Borrower or any of its Subsidiaries or impair, in any material manner, the use of such property for the purposes for which they applysuch property is held by the Borrower or any such Subsidiary;
(jg) Liens in favor existing on the date of landlords or lessors under operating leases or Capital Leases this Agreement and disclosed on Schedule 7.1;
(h) Liens to secure Capitalized Lease Obligations if the incurrence of a Loan Partysuch Indebtedness is permitted by Section 7.2(iv); provided that provided, however, that: -------- ------- (i) any such Lien shall secure only is created solely for the obligations purpose of such Loan Party arising under securing Indebtedness representing, or incurred to finance, refinance or refund, the applicable operating lease or Capital Leasecost (including, and without limitation, the cost of construction) of the property subject thereto, (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any principal amount of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations Indebtedness secured by such Lien does not exceed 100% of such cost, (iii) such Lien does not extend to or cover any other property other than such item of property and any improvements on such item and (iv) the aggregate principal amount of Indebtedness of all of the Borrower secured by the Liens do referred to in this clause (h) shall not exceed $500,000 50,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000outstanding.
Appears in 1 contract
Liens, Etc. The Borrower No Loan Party shall not create, assume, incur, maintain or otherwise suffer to exist, exist any Lien upon or permit with respect to any of its Subsidiaries to createproperty, assumewhether now owned or hereafter acquired, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or sign or file, under the UCC of any jurisdiction, a financing statement or trademark security agreement that names any Loan Party as debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement or trademark security agreement, or assign any accounts or other right to receive incomeincome or profits, except that for the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):following:
(ai) Liens securing the Obligationscreated pursuant to any Loan Document;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only Liens arising by such equipment and not by virtue of any other assets statutory or common law provision relating to banker’s liens, rights of the Borrower and its Subsidiaries, and setoff or similar rights with respect to deposit accounts;
(iii) is not increased in amount;
(c) Liens for taxes, assessments, or taxes and other governmental charges or levies and assessments (and other Liens imposed by law) not yet due delinquent or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith and by proper proceedings and as to which appropriate proceedingsreserves are being maintained, unless and such reserve as may be required by GAAP shall have been made thereforuntil any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors;
(div) Liens securing judgments, attachments or awards for the payment of money not constituting an Event of Default;
(v) (x) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators Licensees and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary Sublicensees to secure amounts owing, which amounts are not yet due their right to enjoy their licensed rights pursuant to the Licenses or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase sublicensed rights and other burdens on or deductions from pursuant to the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreementsapplicable sublicense, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business business; provided, that are taken into account in computing such Liens attach solely to exploitation rights subject thereto and the net revenue interests proceeds thereof and working interests (y) other contractual rights of the Borrower Licensees pursuant to Licensees or any of its Subsidiaries warranted in the Security Instruments, Sublicensees pursuant to the extent applicable sublicense that any such Lien referred do not constitute a grant of a security interest, lien or charge (e.g., rights of first negotiation / first refusal, rights to in this clause does not materially impair extend the use term of a license or sublicense agreement with and customary holdback rights on the exercise of certain exploitation rights); and
(vi) additional Liens on property of the Property covered by such Lien for the purposes for which such Property is held by the Borrower Loan Parties other than any Transferred Assets or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business Licenses and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoffsecuring Indebtedness, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) the aggregate value of the property subject to such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do does not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000time.
Appears in 1 contract
Sources: Credit Agreement (PLBY Group, Inc.)
Liens, Etc. The Parent Borrower shall will not create, assume, incur, create or suffer to exist, or permit any of its Material Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on or in with respect of to any of its Property assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Material Subsidiaries to assign, any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):other than:
(ai) (A) Liens securing the Obligations;
for taxes, assessments, governmental charges or levies or other amounts owed to governmental entities other than for borrowed money; (bB) purchase money Liens or purchase money security interests upon or in any equipment acquired or held imposed by the Borrower or any of its Subsidiaries law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business prior securing obligations that are not overdue for a period of more than 30 days or that are being contested in good faith; (C) pledges or deposits to secure obligations under workers’ compensation laws or at similar legislation or to secure public or statutory obligations; (D) easements, rights of way and other encumbrances on title to real property that do not render title to the time of property encumbered thereby unmarketable or materially adversely affect the Borrower's or such Subsidiary's acquisition use of such equipmentproperty for its present purposes; providedand (E) Liens in favor of a landlord arising in the ordinary course of business,
(ii) purchase money Liens upon or in any property, that, assets or stock acquired or held by the Parent Borrower or any Material Subsidiary in the ordinary course of business to secure the purchase price or construction cost of such property or to secure Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition or construction of such equipment, and does not exceed the aggregate purchase price of property whether incurred prior or subsequent to such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, acquisition or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in existing on such property at the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any time of its Subsidiaries warranted in the Security Instruments;
acquisition (g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that than any such Lien referred to created in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value contemplation of such Property subject thereto;
(iacquisition) easementsor extensions, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower renewals or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments replacements of any of the Company Group on deposit with foregoing for the same or in possession of a lesser amount, provided, however, that no such bank;
(m) Liens on cash Lien shall extend to or cover any property other than the property being acquired, and Liquid Investments securing the performance obligations of Borrower under no such extension, renewal or replacement shall extend to or cover any Hedge Contract (property not theretofore subject to the limitations set forth in Section 6.14);Lien being extended, renewed or replaced,
(niii) Liens in favor upon property or assets of Persons the Parent Borrower or any Material Subsidiary leased by the Parent Borrower or any Material Subsidiary pursuant to a customary financing unpaid insurance premiums so long as arrangement whereby a Governmental Authority issues industrial revenue bonds to finance the development or improvement of such property or assets (i) such Liens are limited or similar undertaking to insurance policies provide incentives to the Parent Borrower or any Material Subsidiary with respect to which such premiums are financed, property or assets) and (ii) the obligations secured by Parent Borrower or any Material Subsidiary enters into a capital lease with respect to such Liens do not exceed $500,000 in the aggregate;property or assets,
(oiv) Subject to paragraphs Liens existing on the Effective Date, (cv) and (dA) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties assignments of the Company Group which arise out of operation of law and are not right to receive income in connection with any Receivables Financing and (B) other Liens or assignments of the borrowing right to receive income that would otherwise be prohibited; provided that the Aggregate Amount of money;
Financing Outstanding in connection with Receivables Financings by the Parent Borrower or any Material Subsidiary (p) Liens as described in Schedule 4.05; and
clause (q) Liens not otherwise permitted under this Agreement incurred in A)), plus the ordinary course of business securing Debt in an aggregate principal amount of Debt secured by Liens or assignments of the right to receive income described in clause (B) at any time outstanding (which amount, for purposes of assignments of rights to receive income, shall be deemed to be the aggregate proceeds received from such assignments, reduced according to the original schedule of collection of such income), shall not to exceed $250,000.10% of the Consolidated Net Assets of the Parent Borrower at such time,
Appears in 1 contract
Sources: Credit Agreement (Monsanto Co /New/)
Liens, Etc. The Borrower shall not createCreate, incur, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, incur, assume, incur, or suffer to exist, any Lien on lien, security interest, or in other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect of to any of its Property whether properties of any character (including, without limitation, accounts) (any of the foregoing being referred to herein as a “Lien”), excluding, however, from the operation of the foregoing restrictions the Liens created under the Loan Documents and the following:
(i) Liens for taxes, assessments or governmental charges or levies to the extent not past due;
(ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar Liens arising in the ordinary course of business securing obligations which are not overdue and which have been in existence less than ninety days, or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);
(iii) pledges or deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of such Borrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business;
(iv) (A) purchase money Liens upon or in property now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the such Borrower or any of its Subsidiaries in the ordinary course of business prior (consistent with present practices, it being understood that for purposes of this clause, the purchase, construction or maintenance of generating facilities by the Utilities shall be deemed to or at be in the time ordinary course of business and consistent with present practices) to secure (1) the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the property or (2) Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications 50 and proceeds of such equipmentproperty, and does no such extension, renewal or replacement shall extend to or cover any property not exceed theretofore subject to the aggregate purchase price of such equipmentLien being extended, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountrenewed or replaced;
(cv) Liens on the capital stock of any of such Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for taxessuch Subsidiary;
(vi) attachment, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, judgment or other similar proceedings shall not have been initiated) Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings, and such reserve as may be required proceedings or the payment of which is covered in full (subject to customary deductible amounts) by GAAP shall have been made thereforinsurance maintained with responsible insurance companies;
(dvii) Liens in favor of vendorssecuring obligations under agreements entered into pursuant to the Iowa Industrial New Jobs Training Act or any similar or successor legislation, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law provided that such obligations do not exceed $5,000,000 in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made thereforaggregate at any one time outstanding;
(eviii) Liens created pursuant to operators the Mortgage Bond Indentures;
(ix) Liens on the ownership interests in, and non-operators under joint operating agreements the assets of, any Foreign Subsidiary to secure not more than $300,000,000 aggregate principal amount of Debt of any Foreign Subsidiary; provided that in the event any such Debt is not denominated in Dollars, the calculation of the Dollar equivalent amount of such Debt shall be made as of the date of the incurrence of such Lien securing such Debt;
(x) Liens incurred in connection with the sales of assets permitted in Section 5.2(d)(viii) and (ix);
(xi) Liens incurred by such Borrower or any of its Subsidiaries on assets of such Borrower and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, in an aggregate principal amount not to exceed (x) in the case of Parent and all its Subsidiaries other than the Utilities and their respective Subsidiaries, $100,000,000 outstanding at any one time, and (y) in the case of each Utility and its Subsidiaries, $100,000,000 outstanding at any one time;
(xii) Liens on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel;
(xiii) Liens constituting easements, restrictions and other similar encumbrances arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owingbusiness, which amounts are in the aggregate do not yet due or are being contested in good faith by appropriate proceedings, if materially adversely affect such reserve as may be required by GAAP shall have been made thereforBorrower’s use of its properties;
(fxiv) royaltiesLiens set forth in Schedule III hereto, overriding royaltiesand any extensions, net profits interestsrenewals, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on refinancing or deductions from the proceeds replacements of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower any such Liens upon or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property same property theretofore subject thereto;
(ixv) easements, rights-of-way, and other Liens of a collection bank arising under Section 4 210 of the Uniform Commercial Code or similar encumbrances, and minor defects Lien in any foreign jurisdiction on items in the chain course of title that are customarily accepted in the oil collection and gas financing industry, none normal and customary rights of which interfere with the ordinary conduct setoff upon deposits of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens cash in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance banks or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05depository institutions; and
(qxvi) other Liens not otherwise permitted under this Agreement incurred in the ordinary course securing obligations of business securing Debt in an aggregate principal amount at any time outstanding such Borrower and its Subsidiaries not to exceed $250,000more than ten percent (10%) of the consolidated tangible assets (valued at book value) of such Borrower and its Subsidiaries at any time.
Appears in 1 contract
Sources: Five Year Master Credit Agreement (Wisconsin Power & Light Co)
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Subsidiaries subsidiaries to create, assume, incur, create or suffer to exist, any Lien on lien, security interest or in other charge or encumbrance, or any other type of preferential arrangement, upon or with respect of to any of its Property properties, whether now owned or hereafter acquired, or assign assign, or permit any of its subsidiaries to assign, any right to receive income, except that the Borrower and its Subsidiaries may createin each case to secure any Debt (as defined below) of any Person, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):other than:
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for those described on Schedule 5.02(a) hereto and renewals and extensions on the purpose of financing same or substantially the acquisition of such equipment, same terms and does not exceed conditions and at no increase in the aggregate purchase price of such equipment, debt or obligation; or
(ii) is secured only by such equipment liens or security interests which are subject to an intercreditor agreement in form and not by any other assets of the Borrower and its Subsidiaries, and substance acceptable to Lender in Lender’s sole discretion; or
(iii) is not increased in amount;the liens or security interests of the Security Agreement; or
(civ) Liens liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges or levies that are not yet due or that (provided foreclosuremore than 30 days overdue or, saleif the execution thereof is stayed, or other similar proceedings shall not have been initiated) which are being contested in good faith by appropriate proceedings, proceedings diligently pursued and such reserve as may be required by GAAP shall for which adequate reserves have been made therefor;established; or
(dv) Liens in favor liens of vendorswarehousemen, carriers, warehousemen, repairmenlandlords, mechanics, workmen, materialmen, suppliers, laborers, construction, or other similar Liens arising by operation of statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business in respect of obligations that are not yet due or that or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall proceedings diligently pursued and for which adequate reserves have been made therefor;established in accordance with generally accepted accounting principles; or
(evi) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary liens resulting from good faith deposits to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds payments of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' workmen’s compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation programs or to secure public the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or statutory obligations contracts (other than for payment of the Borrower;Debt); or
(hvii) Liens any attachment or judgment lien not constituting an Event of Default; or
(viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or
(ix) customary offset rights of brokers and deposit banks arising under operating agreements, unitization and pooling the terms of securities account agreements and ordersdeposit agreements; or
(x) any real estate easements and easements, Farmout agreements, gas balancing agreements covenants and other similar agreements, in each case encumbrances that are customary in customarily do not affect the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, marketable title to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary real estate or materially impair the value of such Property subject thereto;its use; or
(ixi) easementspurchase money security interests in equipment and vehicles, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,00025,000.00 for any single purchase.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any Significant Subsidiary that is a Subsidiary of its Subsidiaries the Obligor to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property whether now owned properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary that is a Subsidiary of the Obligor), in each case to secure or hereafter acquiredprovide for the payment of Indebtedness, other than (i) liens consisting of (A) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation, (B) deposits in the ordinary course of business to secure, or assign any right to receive incomein lieu of, except that the Borrower and its Subsidiaries may createsurety, incur, assumeappeal, or suffer customs bonds to exist which the Obligor or Significant Subsidiary is a party, (all C) pledges or deposits in the ordinary course of which shall be referred business to as "Permitted secure performance in connection with bids, tenders or contracts (other than contracts for the payment of money), or (D) materialmen’s, mechanics’, carriers’, workers’, 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 in the release of such Liens"):
; (a) Liens securing the Obligations;
(bii) purchase money Liens liens or purchase money security interests upon or in any equipment property acquired or held by the Borrower Obligor or any of its Subsidiaries Significant Subsidiary in the ordinary course of business prior to or at business, which secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or secure indebtedness incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and property; (iii) is Liens existing on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of the Obligor or Significant Subsidiary; provided that such Liens were not increased in amount;
created to secure the acquisition of such Person; (c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(div) Liens in favor existence on the date of vendorsthis Agreement; (v) Liens created by any First Mortgage Indenture, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation so long as (A) under the terms thereof no “event of law in the ordinary course of business default” (howsoever designated) in respect of obligations that are not yet due any bonds issued thereunder will be triggered by reference to an Event of Default or that are being contested Unmatured Default and (B) no such Liens shall apply to assets acquired from the Obligor or any Significant Subsidiary if such assets were free of Liens (other than as a result of a release of such Liens in good faith by appropriate proceedingscontemplation of such acquisition) immediately prior to any such acquisition; (vi) Liens on assets of ATSI to secure Indebtedness of ATSI, provided, thathowever, that the aggregate principal amount of Indebtedness secured by such reserve as may be required by GAAP Liens shall have been made therefor;
not at any time exceed 60% of the depreciated book value of the property subject to such Liens; (evii) Liens securing Stranded Cost Securitization Bonds; (viii) Liens on cash (in an aggregate amount not to operators and non-operators under joint operating agreements arising exceed $270,000,000) pledged to secure reimbursement obligations for letters of credit issued for the account of OE; (ix) Liens on assets transferred in the ordinary course Generation Transfers in favor of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
transferor thereof; and (f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(gx) Liens arising created for the sole purpose of extending, renewing or replacing in the ordinary course of business out of pledges whole or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or part Indebtedness secured by any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
foregoing clauses (i) easementsthrough (ix); provided, rights-of-wayhowever, that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement, and other similar encumbrancesthat such extension, and minor defects in renewal or replacement, as the chain of title that are customarily accepted in the oil and gas financing industrycase may be, none of which interfere with the ordinary conduct shall be limited to all or a part of the business of Borrower property or Indebtedness that secured the Lien so extended, renewed or replaced (and any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any improvements on such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14property);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.
Appears in 1 contract
Sources: Letter of Credit and Reimbursement Agreement (Metropolitan Edison Co)
Liens, Etc. The Borrower shall not Suffer to exist, create, assume, assume or incur, or permit any Material Subsidiary to suffer to exist, create, assume or incur, any Security Interest, or assign, or permit any of its Subsidiaries Material Subsidiary to createassign, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may createin each case to secure Debt or any other obligation or liability, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):other than:
(a) Liens securing any Security Interest to secure Debt or any other obligation or liability of any Material Subsidiary to the ObligationsCompany;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; providedmechanics’, thatmaterialmen’s, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipmentcarriers’, and does not exceed the aggregate purchase price of such equipmentwarehousemen’s, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, workmen’s repairmen’s or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens like liens arising in the ordinary course of business out (including construction of facilities) in respect of obligations which are not overdue for a period of more than sixty (60) days or, if overdue for a period of more than sixty (60) days, which are being contested in good faith and for which reasonable reserves have been established;
(c) any Security Interest 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 which is required by law or governmental regulation as a condition to the transaction of any business, or the exercise of any privilege, franchise or license;
(d) Security Interests for taxes, assessments or governmental charges or levies not delinquent for a period of more than sixty (60) days or Security Interests for taxes, assessments or governmental charges or levies already delinquent for a period of more than sixty (60) days but the validity of which is being contested in good faith and for which reasonable reserves have been established;
(e) Security Interests (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, no Event of Default has occurred and is continuing pursuant to clause (h) of Section 7.01 hereof;
(f) Security Interests in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(i) Security Interests incurred or pledges or deposits made in the ordinary course of business, under to secure obligations under workers' compensation laws’ compensation, unemployment insurance, old age pensions or insurance and other social security laws or retirement benefits, regulations or similar legislation letters of credit or guaranties in request thereof; (ii) deposits securing liability for premiums to secure public insurance carriers under insurance or statutory obligations self-insurance arrangements in respect of such obligations; and (iii) Liens on insurance policies and the proceeds thereof securing the financing of the Borrowerpremiums with respect thereto;
(h) Liens to the extent constituting a security interest, Security Interests arising from precautionary Uniform Commercial Code financing statements or consignments entered into in connection with any transaction not prohibited under operating agreements, unitization this Agreement;
(i) the prior rights of consignees and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are their lenders under consignment arrangements entered into in the ordinary course of business that are taken and Security Interests arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into account in computing by the net revenue interests and working interests of the Borrower Company or any of its Material Subsidiaries warranted in the ordinary course of business;
(j) Security InstrumentsInterests that are contractual rights of set-off (i) relating to the establishment of depository relations with banks and other financial institutions not given in connection with the issuance of Debt (other than as described in clause (a) of the definition thereof), (ii) relating to pooled deposit, sweep accounts, reserve accounts or similar accounts of the Company or a Material Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company or a Material Subsidiary, (iii) relating to purchase orders and other agreements entered into with customers, suppliers or services providers of the Company or a Material Subsidiary in the ordinary course of business or (iv) relating to the credit cards and credit accounts of the Company or a Material Subsidiary in the ordinary course of business
(k) landlords’ liens on fixtures and other property located on premises leased by the Company or a Material Subsidiary in the ordinary course of business;
(l) Security Interests arising in connection with contracts and subcontracts with or made at the request of the United States of America, any state thereof, or any department, agency or instrumentality of the United States of America or any state thereof or other Governmental Authority for obligations not yet delinquent;
(m) any Security Interest arising by reason of deposits to qualify the Company or a Material Subsidiary to conduct business, to maintain self-insurance, or to obtain the extent benefit of, or comply with, laws;
(n) any purchase money Security Interest claimed by sellers of goods on ordinary trade terms provided that no financing statement has been filed to perfect such Security Interest;
(o) any Security Interest existing as of the date hereof and set forth on Schedule 6.02, and the extension thereof to additions, extensions, or improvements to the property subject to the Security Interest which does not arise as a result of borrowing money or the securing of Debt or other obligation or liability created, assumed or incurred after such date;
(p) Security Interests on (i) property of a corporation or other Person existing at the time such corporation or Person is amalgamated, merged or consolidated with the Company or any Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation or other Person as an entirety (or the properties of a corporation or other Person comprising a product line or line of business, as an entirety) or substantially as an entirety to the Company or a Subsidiary; or (ii) property comprising machinery, equipment, real property or other property acquired by the Company or any of its Material Subsidiaries, which Security Interests shall have existed at the time of such acquisition and secure obligations assumed by the Company or such Material Subsidiary in connection with such acquisition; provided that the Debt or other obligations or liabilities secured by Security Interests of the type described in this subsection (p) shall not either (i) have been created in anticipation of such amalgamation, merger, consolidation, sale, lease or other disposition or in contemplation of such acquisition or (ii) at any time exceed an aggregate amount equal to $1,000,000,000;
(q) Security Interests arising in connection with the sale, assignment or other transfer by the Company or any Material Subsidiary of accounts receivable, lease receivables or other payment obligations (any of the foregoing being a “Receivable”) owing to the Company or such Material Subsidiary or any interest in any of the foregoing (together in each case with any collections and other proceeds thereof and any collateral, guarantees or other property or claims in favor of the Company or such Material Subsidiary supporting or securing payment by the obligor thereon of any such Lien referred to Receivables), in this clause does not materially impair the use each case whether such sale, assignment or other transfer constitutes a “true sale” or a secured financing for accounting, tax or any other purpose; provided that either (i) such sale, assignment or other transfer shall have been made as part of a sale of the Property business out of which the applicable Receivables arose, (ii) such sale, assignment or other transfer is made in the ordinary course of business and is for the purpose of collection only, (iii) such sale, assignment or other transfer is made in connection with an agreement on the part of the assignee thereof to render performance under the contract that has given rise to such Receivable, or (iv) in the case of any other sale, assignment or transfer, such sale, assignment or transfer is to a Receivables Subsidiary in compliance with Section 6.01(f);
(r) Security Interests securing non-recourse obligations in connection with leveraged or single-investor lease transactions;
(s) Security Interests securing the performance of any contract or undertaking made in the ordinary course of business (as such business is currently conducted) other than for the payment of Debt;
(t) any Security Interest granted by the Company or any Material Subsidiary securing Debt permitted under Section 6.01(g); provided, that (i) the property of such Material Subsidiary which is subject to such Security Interest is a parcel of real property, a manufacturing plant, manufacturing equipment, a warehouse, or an office building acquired, constructed, developed, improved or owned by the Company or by such Material Subsidiary, and (ii) such Security Interest is created prior to or contemporaneously with, or within 180 days after (x) in the case of acquisition of such property, the completion of such acquisition and (y) in the case of the construction, development or improvement of such property, the later to occur of the completion of such construction, development or improvement or the commencement of operations, use or commercial production (exclusive of test and start-up periods) of such property, and such Security Interest secures or provides for the payment of all or any part of the acquisition cost of such property or the cost of construction, development or improvement thereof, as the case may be;
(u) any Security Interest in deposits or cash equivalent investments pledged with a financial institution for the sole purpose of implementing a hedging or financing arrangement commonly known as a “back-to-back” loan arrangement, provided in each case that neither the assets subject to such Security Interest nor the Debt incurred in connection therewith are reflected on the consolidated balance sheet of the Company;
(v) any Security Interest securing Debt permitted under Section 6.01(h); provided that such Security Interests do not at any time encumber any property other than the property financed by such Debt, except for replacements, additions and accessions to the property that are affixed or incorporated into the property covered by such Lien or financed with the proceeds of such Debt and the proceeds and the products thereof and individual financings or leases of equipment or other property provided by one lender or lessor may be cross collateralized to other financings of equipment or other property provided by such lender or lessor; or
(w) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection (or comparable foreign liens); (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within he general parameters customary in the banking industry; and (iv) incurred in connection with a cash management program established in the ordinary course of business;
(x) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(y) licenses, leases or subleases granted to third parties or the purposes for which such Property is held by the Borrower Company or any Material Subsidiary in the ordinary course of business which, individually or in the aggregate, taken as a whole, do not materially impair interfere with the value business of such Property subject theretothe Company and its Material Subsidiaries;
(z) Liens securing judgments not constituting an Event of Default under clause (h) of Section 7.01 hereof or securing appeal or other surety bonds related to such judgments;
(aa) Security Interests on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets;
(bb) (i) easements, zoning restrictions, rights-of-way, restrictions, encroachments and other similar encumbrancesencumbrances and title defects affecting real property that, and minor defects in any such case, do not in any case materially detract from the chain value of title that are customarily accepted in the oil and gas financing industry, none of which property subject thereto or materially interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or Company and its Material Subsidiaries; (ii) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Leasebusiness complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance use of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in any real property that does not materially interfere with the ordinary course conduct of the business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with and its Material Subsidiaries; or
(cc) any extension, renewal or refunding (or successive extensions, renewals or refundings) in whole or in possession part of any Debt or any other obligation or liability secured by any Security Interest referred to in the foregoing subsections (a) through (bb), provided that the principal amount of Debt or any other obligation or liability secured by such bank;
(m) Liens on cash Security Interest shall not exceed the principal amount outstanding immediately prior to such extension, renewal or refunding, together with any accrued interest and Liquid Investments fees thereon, and that the Security Interest securing such Debt or other obligation or liability shall be limited to the performance obligations property which, immediately prior to such extension, renewal or refunding secured such Debt or other obligation or liability and replacement, additions and accessions to such property; and provided further that the principal amount of Borrower Debt or any other obligation or liability secured by such Security Interest shall continue to be taken into account for purposes of computing the amount of Debt or any other obligation or liability that may be secured under any Hedge Contract applicable basket provided for in the foregoing subsections (subject a) through (bb). Notwithstanding the foregoing provisions of this Section, the Company and the Material Subsidiaries may, at any time, suffer to exist, issue, incur, assume and guarantee Secured Debt (in addition to Secured Debt permitted to be secured under the limitations set forth in Section 6.14foregoing subsections (a) through (w);
(n) Liens in favor ); provided that the Designated Amount does not at any time exceed the greater of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, 15% of Consolidated Tangible Assets and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,0001,000,000,000.
Appears in 1 contract
Sources: Five Year Credit Agreement (Edwards Lifesciences Corp)
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Significant Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Property whether now owned Significant Subsidiaries), in each case to secure or hereafter acquiredprovide for the payment of Indebtedness, other than (i) liens consisting of (A) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation, (B) deposits in the ordinary course of business to secure, or assign any right in lieu of, surety, appeal, or customs bonds to receive income, except that which the Borrower and its Subsidiaries may createor Significant Subsidiary is a party, incur(C) pledges or deposits in the ordinary course of business to secure performance in connection with bids, assumetenders or contracts (other than contracts for the payment of money), or suffer (D) materialmen’s, mechanics’, carriers’, workers’, 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 exist obtain in the release of such Liens; (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing the Obligations;
(bii) purchase money Liens liens or purchase money security interests upon or in any equipment property acquired or held by the Borrower or any of its Subsidiaries Significant Subsidiary in the ordinary course of business prior to or at business, which secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or secure indebtedness incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and property; (iii) is not increased in amount;
(c) Liens for taxes, assessments, existing on the property of any Person at the time that such Person becomes a direct or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business indirect Significant Subsidiary of the Borrower or the relevant Subsidiary Significant Subsidiary; provided that such Liens were not created to secure amounts owingthe acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by any First Mortgage Indenture, which amounts are not yet due so long as (A) under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default hereunder or are being contested in good faith by appropriate proceedingsan event which, if with the giving of notice or lapse of time or both, would constitute an Event of Default hereunder and (B) no such reserve as may be required by GAAP Liens shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions apply to assets acquired from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any Significant Subsidiary if such assets were free of its Subsidiaries warranted Liens (other than as a result of a release of such Liens in the Security Instruments;
contemplation of such acquisition) immediately prior to any such acquisition; (gvi) Liens arising in the ordinary course on assets of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or ATSI to secure public or statutory obligations Indebtedness of ATSI, provided, however, that the aggregate principal amount of Indebtedness secured by such Liens shall not at any time exceed 60% of the Borrower;
depreciated book value of the property subject to such Liens; (hvii) Liens arising under operating agreementssecuring Stranded Cost Securitization Bonds; (viii) Liens on cash (in an aggregate amount not to exceed $270,000,000) pledged to secure reimbursement obligations for letters of credit issued for the account of OE and (ix) Liens created for the sole purpose of extending, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, renewing or replacing in each case that are customary whole or in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or part Indebtedness secured by any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
foregoing clauses (i) easementsthrough (viii); provided, rights-of-wayhowever, that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement, and other similar encumbrancesthat such extension, and minor defects in renewal or replacement, as the chain of title that are customarily accepted in the oil and gas financing industrycase may be, none of which interfere with the ordinary conduct shall be limited to all or a part of the business of Borrower property or Indebtedness that secured the Lien so extended, renewed or replaced (and any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Partyimprovements on such property); provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(kix) Liens on cash or securities pledged to secure performance Letter of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long Credit Cash cover as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured contemplated by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.
Appears in 1 contract
Liens, Etc. The Borrower shall will not, and will not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to to, create, assume, incur, incur or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and or any of its Subsidiaries may create, incur, assume, or suffer to exist Liens (all of which shall be referred to as "“Permitted Liens"”):
(a) Liens securing Securing the Obligations;
(b) purchase money Liens For taxes, assessments, governmental charges, or purchase money security interests upon or in any equipment acquired or held by levies on Property of the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies Guarantor not yet due or that (provided foreclosure, sale, sale or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(dc) Liens in In favor of vendorsbankers and/or financial institutions in respect of deposit accounts, other Liens imposed by law, such as landlords’, carriers’, warehousemen, repairmen, ’s and mechanics, workmen, materialmen, suppliers, laborers, construction, or ’ liens and other similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, provided such reserve as may be required by GAAP shall have been made therefor;
(ed) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising Arising in the ordinary course of business out of pledges or deposits under workers' ’ compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the BorrowerBorrower or any Guarantor;
(he) Liens arising under operating agreementsComprised of minor defects, unitization irregularities, and pooling agreements deficiencies in title to, and orderseasements, Farmout agreementsrights-of-way, gas balancing agreements zoning restrictions and other similar agreementsrestrictions, in each case that are customary charges or encumbrances, defects and irregularities in the Oil physical placement and Gas Business location of pipelines within the areas covered by the easements, leases, licenses and that are entered into other rights in the ordinary course of business that are taken into account real property in computing the net revenue interests and working interests favor of the Borrower or any of its Subsidiaries warranted which, individually and in the Security Instrumentsaggregate, to the extent that any such Lien referred to in this clause does do not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or Business, do not materially detract from the value or the use of the Property to property which they applyaffect, and could not reasonably have a Material Adverse Effect;
(jf) Liens in favor Comprised of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged deposits to secure the performance of bids, tenderstrade contracts (other than for borrowed money), performance bondsleases, statutory obligations, surety and appeals appeal bonds, or regulatory compliance or performance bonds and other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of moneybusiness;
(lg) Liens in favor Created or arising after the date of collecting this Agreement out of judgments or payor banks having a right of setoff, revocation, refund awards against the Borrower or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash Guarantor and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as that (i) such Liens are limited do not give rise to insurance policies an Event of Default and (ii) with respect to which the Borrower or any Guarantor at the time shall be properly and timely prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such premiums are financedappeal or proceedings for review;
(h) Constituting purchase money Liens or security interests created or arising after the date of this Agreement upon or in any Property acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such Property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such Property; provided that (A) the aggregate principal amount of the indebtedness secured by the Liens permitted by this paragraph (i) shall not exceed $20,000,000, (B) no such Lien may extend to or cover any Property other than the Property being acquired, and (C) no such renewal or refinancing may extend to or cover any property not previously subject to the Lien being renewed or refinanced;
(i) (i) Assumed by Borrower or its Subsidiaries in connection with an Acquisition and (ii) securing Capital Leases; provided that the obligations aggregate amount of all Debt secured by such Liens do may not exceed $500,000 20,000,000 in the aggregate;
(oj) Subject In favor of Alon USA, LP (or any assignee or successor thereto) securing certain obligations under the Alon Pipelines and Terminals Agreement, pursuant to paragraphs the Alon Mortgage, so long as such Liens are subordinated to the Liens on the same assets securing the Obligations on terms not less advantageous to the Administrative Agent and the Banks than those contained in the Subordination, Non-Disturbance and Attornment Agreement executed by the Administrative Agent, the Alon Administrative Agent (cas defined therein) and (d) Alon USA, LP as of this Section 6.01March 1, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.052005; and
(qk) In favor of the Parent (or any assignee or successor thereto that is an Affiliate of the Parent) securing certain obligations owing to the Parent (or such Affiliate assignee or successor) and including without limitation obligations owing under the HC Pipelines Agreement, so long as such Liens are subordinated to the Liens on the same assets securing the Obligations on terms not otherwise permitted under this Agreement incurred less advantageous to the Administrative Agent and the Banks than those contained in the ordinary course Subordination, Non-Disturbance and Attornment Agreement executed by the Administrative Agent and the Parent as of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000July 8, 2005.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, create or suffer to exist, and shall not permit any of its Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of its or such Subsidiary's properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to createassign, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive incomeincome therefrom, except that for the Borrower following and its Subsidiaries may create, incur, assume, or suffer the Lender hereby consents to exist (all the following liens notwithstanding the provisions of which shall be referred to as "Permitted Liens"):any Negative Pledge Agreement:
(a) Liens securing created pursuant to the ObligationsLoan Documents;
(b) purchase money Liens arising by operation of law in favor of materialmen, mechanics, warehousemen, carriers, lessors or purchase money security interests upon or in any equipment acquired or held other similar Persons incurred by the Borrower or any of its Subsidiaries in the ordinary course of business prior which secure its obligations to or at the time of the Borrower's or such Subsidiary's acquisition of such equipmentPerson; provided, thathowever, the Debt secured by such Liens that (i) was incurred solely for the purpose of financing the acquisition of Borrower or such equipment, and does Subsidiary is not exceed the aggregate purchase price of in default with respect to such equipmentpayment obligation to such Person, (ii) is secured only by such equipment and not by any other assets of the Borrower or such Subsidiary is in good faith and its Subsidiariesby appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof, and or (iii) is not increased all such failures in amountthe aggregate have no Material Adverse Effect;
(c) Liens for (excluding Environmental Liens) securing taxes, assessments, assessments or other governmental charges or levies not yet due or levies; provided, however, that (provided foreclosure, sale, i) neither the Borrower nor any of its Subsidiaries is in default in respect of any payment obligation with respect thereto unless the Borrower or other similar proceedings shall not have been initiated) are being contested such Subsidiary is in good faith and by appropriate proceedingsproceedings diligently contesting such obligation and adequate provision is made for the payment thereof, and (ii) all such reserve as may be required by GAAP shall failures in the aggregate have been made thereforno Material Adverse Effect;
(d) Liens in favor of vendorsZoning restrictions, carrierseasements, warehousemenlicenses, repairmenreservations, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls restrictions on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for real property or minor irregularities incident thereto which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects do not in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or aggregate materially detract from the value or use of the Property property or assets of the Borrower or any of its Subsidiaries or impair, in any material manner, the use of such property for the purposes for which such property is held by the Borrower or any such Subsidiary;
(e) Liens in favor of landlords securing operating leases permitted by Section 8.3;
(f) Liens existing on the date of this Agreement and disclosed on Schedule 8.1;
(g) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to which they applysecure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);
(h) Any attachment or judgment Lien not constituting an Event of Default under Section 9.1(f);
(i) Any (i) interest or title of a lessor or sublessor under any Capitalized Lease or any operating lease not prohibited by this Agreement, (ii) restriction or encumbrance that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any restriction or encumbrance referred to in the preceding clause (ii);
(j) Liens in favor of landlords or lessors under operating arising from filing UCC financing statements relating solely to leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 belowby this Agreement;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred Deposits in the ordinary course of business to secure liabilities to insurance carriers, lessors, utilities and not in connection with the borrowing of moneyother service providers;
(l) Liens Purchase money security interests (including mortgages, conditional sales, Capitalized Leases and any other title retention or deferred purchase devices) in favor personal property of collecting the Borrower or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of its Subsidiaries in an amount not exceeding $200,000 in respect of each Hotel Facility, existing or created at the Company Group on deposit with time of acquisition thereof or in possession of such bank;within 60 days thereafter.
(m) Liens on cash and Liquid Investments Any Lien securing the performance obligations renewal, extension or refunding of Borrower under any Hedge Contract (Indebtedness or other Obligation secured by any Lien permitted by this Section 8.1 provided that such renewal, extension or refunding is otherwise permitted by this Agreement and the amount of such Indebtedness or other Obligation secured by such Lien and the assets subject to the limitations set forth in Section 6.14);such Lien are not increased.
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited Any Lien securing Indebtedness permitted pursuant to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (cSection 8.2(v) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,0008.2(vi).
Appears in 1 contract
Sources: Revolving Credit Agreement (Hospitality Properties Trust)
Liens, Etc. The Borrower shall will not, and will not permit any Restricted Subsidiary to, directly or indirectly create, assume, incur, or suffer to exist, assume or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, exist any Lien on or with respect to any property or asset (including any document or instrument in respect of goods or accounts receivable) of the Borrower or any of its Property Restricted Subsidiary, whether now owned or hereafter acquired, or assign any right to receive incomeincome or profits therefrom, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):except:
(a) Liens securing for taxes, assessments or other governmental charges the Obligationspayment of which is not yet due and payable or which is being contested in compliance with Section 7.4 hereof;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries lessors, landlords and carriers, vendors, warehousemen, mechanics, materialmen, repairmen and other like Liens incurred in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies sums not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are the payment of which is being contested in good faith by appropriate proceedingsproceedings and (i) not incurred or made in connection with the borrowing of money, and such reserve as may be required by GAAP shall have been made therefor;
the obtaining of advances or credit or the payment of the deferred purchase price of property or (dii) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law incurred in the ordinary course of business securing the unpaid purchase price of property or services constituting current accounts payable; and precautionary Liens in respect favor of obligations lessors under capital leases and leases of equipment in the ordinary course of business;
(c) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security, or (ii) to secure (or to obtain letters of credit that are secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not yet due incurred or that are being contested made in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been connection with the borrowing of money;
(d) other deposits made thereforto secure liability to insurance carriers under insurance or self-insurance arrangements;
(e) Liens securing reimbursement obligations under letters of credit, provided in each case that such Liens cover only the title documents and related goods (and any proceeds thereof) covered by the related letter of credit;
(f) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal or review, or shall not have been discharged within 60 days after expiration of any such stay;
(g) leases or subleases granted to operators others, easements, rights-of-way, restrictions and non-operators under joint operating agreements arising other similar charges or encumbrances, which, in each case either (i) are granted, entered into or created in the ordinary course of the business of the Borrower or the relevant any Restricted Subsidiary to secure amounts owingor (ii) do not, which amounts are not yet due individually or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course aggregate, present a reasonable likelihood of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrowerhaving a Material Adverse Effect;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in existing on any property of any Person at the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests time it becomes a Subsidiary of the Borrower Borrower, or existing at the time of acquisition upon any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held property acquired by the Borrower or any such Subsidiary through purchase, merger or materially impair consolidation or otherwise, whether or not assumed by the value Borrower or such Subsidiary to pay all or any part of such Property subject thereto;
the purchase price (ia “Purchase Money Lien”) easements, rights-of-way, of property (including without limitation Capital Stock and other similar encumbrances, and minor defects in securities) acquired by the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided Restricted Subsidiary, provided, that (i) any such Lien shall secure only be confined solely to such item or items of property and, if required by the obligations terms of the instrument originally creating such Loan Party arising under the applicable operating lease Lien, other property which is an improvement to or Capital Leaseis acquired for use specifically in connection with such acquired property, and (ii) in the Debt under case of a Purchase Money Lien, the principal amount of the Indebtedness secured by such Capital Leases is permitted under Section 6.02 belowPurchase Money Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the Borrower and the Restricted Subsidiaries of such property and (B) the fair market value of such property at the time of the acquisition thereof (as determined in good faith by the General Partner), (iii) any such Purchase Money Lien shall be created not later than 30 days after the acquisition of such property and (iv) any such Lien (other than a Purchase Money Lien) shall not have been created or assumed in contemplation of such Person’s becoming a Subsidiary of the Borrower or such acquisition of property by the Borrower or any Subsidiary;
(ki) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or securing other obligations of a like nature incurred in the ordinary course of business and otherwise permitted under this Agreement, including, but not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setofflimited to, revocationCapitalized Lease Obligations, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do shall not exceed $500,000 in the aggregatean amount equal to 3% of Consolidated Net Tangible Assets at such time;
(oj) Subject Liens securing the First Mortgage Notes that attach to paragraphs the assets of the Borrower or any Restricted Subsidiary pursuant to Section 1.3 of either of the First Mortgage Note Agreements; provided, that at no time when such Liens exist, shall the Leverage Ratio exceed 2.00 to 1.00; and
(k) easements, exceptions or reservations in any property of the Borrower or any Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary conduct of the business of the Borrower or any Restricted Subsidiary. Notwithstanding anything in this Agreement to the contrary, until the AEPLP Guaranty Date, other than Liens permitted by subsections (a), (b), (c), (d), (f), (g), (h) and (di) of this Section 6.018.3, non-consensual statutory Liens the Borrower will not permit AEPLP or any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on pipeline or pipeline facilitieswith respect to any property or asset (including any document or instrument in respect of goods or accounts receivable) of AEPLP or such Subsidiary, Hydrocarbons whether such property or Properties of the Company Group which arise out of operation of law and assets are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at now owned or held or hereafter acquired, or any time outstanding not to exceed $250,000income or profits therefrom.
Appears in 1 contract
Liens, Etc. The Borrower shall will not, and will not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to to, create, assume, incur, incur or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and or any of its Subsidiaries may create, incur, assume, or suffer to exist Liens (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing Securing the Obligations;
(b) purchase money Liens For taxes, assessments, governmental charges, or purchase money security interests upon or in any equipment acquired or held by levies on Property of the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies Guarantor not yet due or that (provided foreclosure, sale, sale or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(dc) Liens in In favor of vendorsbankers and/or financial institutions in respect of deposit accounts, other Liens imposed by law, such as landlords', carriers', warehousemen, repairmen, 's and mechanics, workmen, materialmen, suppliers, laborers, construction, or ' liens and other similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, provided such reserve as may be required by GAAP shall have been made therefor;
(ed) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising Arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the BorrowerBorrower or any Guarantor;
(he) Liens arising under operating agreementsComprised of minor defects, unitization irregularities, and pooling agreements deficiencies in title to, and orderseasements, Farmout agreementsrights-of-way, gas balancing agreements zoning restrictions and other similar agreementsrestrictions, in each case that are customary charges or encumbrances, defects and irregularities in the Oil physical placement and Gas Business location of pipelines within the areas covered by the easements, leases, licenses and that are entered into other rights in the ordinary course of business that are taken into account real property in computing the net revenue interests and working interests favor of the Borrower or any of its Subsidiaries warranted which, individually and in the Security Instrumentsaggregate, to the extent that any such Lien referred to in this clause does do not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or Business, do not materially detract from the value or the use of the Property to property which they applyaffect, and could not reasonably have a Material Adverse Effect;
(jf) Liens in favor Comprised of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged deposits to secure the performance of bids, tenderstrade contracts (other than for borrowed money), performance bondsleases, statutory obligations, surety and appeals appeal bonds, or regulatory compliance or performance bonds and other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of moneybusiness;
(lg) Liens in favor Created or arising after the date of collecting this Agreement out of judgments or payor banks having a right of setoff, revocation, refund awards against the Borrower or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash Guarantor and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as that (i) such Liens are limited do not give rise to insurance policies an Event of Default and (ii) with respect to which the Borrower or any Guarantor at the time shall be properly and timely prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregateappeal or proceedings for review;
(oh) Subject to paragraphs (c) and (d) Securing obligations of this such Person as lessee under Capital Leases permitted by Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money6.02;
(pi) Constituting purchase money Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under or security interests created or arising after the date of this Agreement incurred upon or in any Property acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business securing Debt in an to secure the purchase price of such Property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such Property; provided that (A) the aggregate principal amount at any time outstanding of the indebtedness secured by the Liens permitted by this paragraph (i) shall not to exceed $250,00010,000,000, (B) no such Lien may extend to or cover any Property other than the Property being acquired, and (C) no such renewal or refinancing may extend to or cover any property not previously subject to the Lien being renewed or refinanced; and
(j) Assumed by Borrower or its Subsidiaries in connection with an Acquisition, provided, that the aggregate amount of all Debt secured by such Liens may not exceed $10,000,000.
Appears in 1 contract
Liens, Etc. The In the case of the Borrower shall not and each of the Restricted Subsidiaries, create, assume, incur, or suffer to exist, assume or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, exist any Lien on any property or in respect assets (including stock or other securities of any of its Property whether Person, including any Subsidiary) now owned or hereafter acquired, or assign or convey any right rights to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; providedfuture revenue, that, the Debt secured by such Liens except:
(i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other Liens on property or assets of the Borrower and its Subsidiaries, Subsidiaries existing on the date hereof and (iiiA) is disclosed in the financial statements referred to in Section 4.01(e) or (B) securing Debt in an aggregate principal amount not increased in amountexcess of $50,000,000; provided that such Liens shall secure only those obligations which they secure on the date hereof;
(cii) Liens for taxes, assessments, any Lien existing on any property or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith asset prior to the acquisition thereof by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary any Subsidiary; provided that (A) such Lien is not created in contemplation of or in connection with such acquisition and (B) such Lien does not apply to secure amounts owing, which amounts are not yet due any other property or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests assets of the Borrower or any of its Subsidiaries warranted in the Security InstrumentsSubsidiary;
(giii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business out and securing obligations that are not due or which are otherwise allowed in accordance with the provisions of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the BorrowerSection 5.01(b);
(hiv) Liens arising under operating agreements, unitization pledges and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into deposits made in the ordinary course of business that are taken into account in computing the net revenue interests compliance with workmen’s compensation, unemployment insurance and working interests of the Borrower other social security laws or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject theretoregulations;
(iv) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged deposits to secure the performance of bids, tenderstrade contracts (other than for Debt), performance bondsleases (other than Capital Lease Obligations), statutory obligations, surety and appeals appeal bonds, or regulatory compliance or performance bonds and other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of moneybusiness;
(lvi) Liens in favor zoning restrictions, easements, rights-of-way, restrictions on use of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash real property and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(vii) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary that are created or incurred contemporaneously with acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement (but no other amounts); provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary;
(viii) Liens securing the payment of taxes, assessments and governmental charges or levies, either (A) not delinquent or (B) permitted in accordance with Section 5.01(b);
(ix) Liens on the property or assets of any Subsidiary in favor of the Borrower or another Subsidiary;
(x) extensions, renewals and replacements of Liens referred to in subsections (b)(i) through (b)(ix) of this Section 5.02; provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lie n extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced;
(xi) Liens in connection with Debt permitted to be incurred pursuant to subsections (a) and (c) of this Section 5.02;
(xii) Liens in connection with Debt incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance and other social security laws or regulations;
(xiii) any attachment or judgment Lien not in excess of $50,000,000 unless (A) enforcement proceedings shall have been commenced by any creditor upon such attachment or judgment or (B) there shall be any period of 45 consecutive days during which a stay of enforcement of such attachment or judgment, by reason of a pending appeal or otherwise, shall not be in effect;
(xiv) other Liens securing Debt in an aggregate principal amount not to exceed 1% of Consolidated Net Worth at any time outstanding not to exceed $250,000outstanding;
(xv) Liens arising in connection with rights of setoff that commercial banks and other financial institutions obtain against monies, securities or other properties of the Borrower and its Restricted Subsidiaries in possession of or on deposit with such banks or financial institutions, whether in general or special deposit accounts or held for safekeeping, transmission, collection or otherwise; and
(xvi) Liens on aircraft, airframes or aircraft engines, aeronautic equipment or computers and electronic data processing equipment.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its their Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer any right to receive income, except that other than the Borrower following Liens (to the extent, with respect to the Borrowers, their Subsidiaries or any of their assets or properties (x) such Liens are created, incurred or assumed by any of them on or after the Filing Date, such Liens are approved and its Subsidiaries may createauthorized by the Bankruptcy Court and (y) such Liens are created, incurincurred or assumed by any of them before the Filing Date, assumesuch Liens are valid, or suffer to exist perfected and non-avoidable in accordance with applicable law) (all of which shall be referred to as "Permitted LiensPERMITTED LIENS"):
(a) Liens securing created pursuant to the ObligationsLoan Documents or the Interim Financing Order or the Final Financing Order;
(b) purchase money Liens or purchase money security interests upon or existing on the date hereof, as set forth in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountSchedule 8.01;
(c) Liens for taxes, assessments, assessments or other governmental charges or levies not yet due or to the extent that (provided foreclosure, sale, or other similar proceedings the payment thereof shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made thereforSection 7.02 hereof;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising created by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that(other than Liens created under Environmental Laws), such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owingmaterialmen's liens, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights mechanics' liens and other burdens on or deductions from the proceeds of productionsimilar Liens, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges which are not due and payable or, if due and payable, which are stayed by the Bankruptcy Court or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the BorrowerBankruptcy Code;
(he) deposits, pledges or Liens (other than Liens arising under operating agreementsERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unitization unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and pooling agreements and ordersstatutory obligations or (C) obligations on surety or appeal bonds, Farmout agreementsbut only to the extent such deposits, gas balancing agreements and other similar agreements, in each case that pledges or Liens are customary in the Oil and Gas Business and that are entered into incurred or otherwise arise in the ordinary course of business that and secure obligations which are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject theretopast due;
(if) easements, rights-of-way, zoning and similar restrictions and other similar encumbrances, charges and encumbrances on the use of real property and minor defects irregularities in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.thereto
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (American Architectural Products Corp)
Liens, Etc. The Borrower shall will not, and will not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to to, create, assume, incur, incur or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and or any of its Subsidiaries may create, incur, assume, or suffer to exist Liens (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing Securing the Obligations;
(b) purchase money Liens For taxes, assessments, governmental charges, or purchase money security interests upon or in any equipment acquired or held by levies on Property of the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies Guarantor not yet due or that (provided foreclosure, sale, sale or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(dc) Liens in In favor of vendorsbankers and/or financial institutions in respect of deposit accounts, other Liens imposed by law, such as landlords', carriers', warehousemen, repairmen, 's and mechanics, workmen, materialmen, suppliers, laborers, construction, or ' liens and other similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, provided such reserve as may be required by GAAP shall have been made therefor;
(ed) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising Arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the BorrowerBorrower or any Guarantor;
(he) Liens arising under operating agreementsComprised of minor defects, unitization irregularities, and pooling agreements deficiencies in title to, and orderseasements, Farmout agreementsrights-of-way, gas balancing agreements zoning restrictions and other similar agreementsrestrictions, in each case that are customary charges or encumbrances, defects and irregularities in the Oil physical placement and Gas Business location of pipelines within the areas covered by the easements, leases, licenses and that are entered into other rights in the ordinary course of business that are taken into account real property in computing the net revenue interests and working interests favor of the Borrower or any of its Subsidiaries warranted which, individually and in the Security Instrumentsaggregate, to the extent that any such Lien referred to in this clause does do not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or Business, do not materially detract from the value or the use of the Property to property which they applyaffect, and could not reasonably have a Material Adverse Effect;
(jf) Liens in favor Comprised of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged deposits to secure the performance of bids, tenderstrade contracts (other than for borrowed money), performance bondsleases, statutory obligations, surety and appeals appeal bonds, or regulatory compliance or performance bonds and other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of moneybusiness;
(lg) Liens in favor Created or arising after the date of collecting this Agreement out of judgments or payor banks having a right of setoff, revocation, refund awards against the Borrower or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash Guarantor and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as that (i) such Liens are limited do not give rise to insurance policies an Event of Default and (ii) with respect to which the Borrower or any Guarantor at the time shall be properly and timely prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregateappeal or proceedings for review;
(oh) Subject to paragraphs (c) and (d) Constituting purchase money Liens or security interests created or arising after the date of this Section 6.01, non-consensual statutory Liens on pipeline Agreement upon or pipeline facilities, Hydrocarbons in any Property acquired or Properties held by the Borrower or any of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred its Subsidiaries in the ordinary course of business securing Debt in an to secure the purchase price of such Property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such Property; provided that (A) the aggregate principal amount at any time outstanding of the indebtedness secured by the Liens permitted by this paragraph (i) shall not to exceed $250,00010,000,000, (B) no such Lien may extend to or cover any Property other than the Property being acquired, and (C) no such renewal or refinancing may extend to or cover any property not previously subject to the Lien being renewed or refinanced; and
(i) Assumed by Borrower or its Subsidiaries in connection with an Acquisition and (ii) securing Capital Leases; provided that the aggregate amount of all Debt secured by such Liens may not exceed $10,000,000 in the aggregate.
Appears in 1 contract
Liens, Etc. The Borrower shall not createCreate, assume, incur, incur or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, incur or suffer to exist, any Lien on or in with respect of to any of its Property properties, whether now owned or hereafter acquired, or assign upon any right income or profits therefrom, or acquire or agree to receive incomeacquire, except or permit any Subsidiary to acquire, any property or assets upon conditional sales agreements or other title retention devices, except:
(i) Liens for property taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided that payment thereof is not at the time required by Section 5.01(a) or (b);
(ii) any Lien of or resulting from any judgment or award; provided that either (A) the amount secured thereby does not exceed $150,000,000 or (B) if the amount secured thereby does exceed $150,000,000, the time for the appeal or petition for rehearing of such judgment or award shall not have expired, or the Borrower or a Subsidiary shall in good faith be prosecuting an appeal or proceeding for a review thereof, and execution of such judgment or award shall be stayed pending such appeal or proceeding for review;
(iii) Liens incidental to the conduct of business conducted by the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time ownership of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured properties and assets owned by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and Subsidiaries (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) including Liens in favor of vendorsconnection with worker’s compensation, carriersunemployment insurance and other like laws, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e’s and attorneys’ liens and statutory landlords’ liens) and Liens to operators and non-operators under joint operating agreements arising in secure the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenderstenders or trade contracts, performance bondsor to secure statutory obligations, surety and appeals bonds, or regulatory compliance appeal bonds or other obligations Liens of a like general nature incurred in the ordinary course of business of the Borrower and its Subsidiaries and not in connection with the borrowing of money, provided in each case, the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings;
(liv) survey exceptions or encumbrances, encroachments, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, zoning restrictions, declarations of covenants, conditions and restrictions, other title exceptions or other restrictions as to the use of real properties, which are necessary or appropriate in the good faith judgment of the Borrower for the conduct of the business of the Borrower and its Subsidiaries and which, individually or in the aggregate, do not in any event materially impair their use in the operation of the business of the Borrower or of the Borrower and its Subsidiaries taken as a whole;
(v) Liens securing Indebtedness of a Subsidiary to the Borrower or to another Subsidiary;
(vi) Liens existing as of the Effective Date and reflected in favor Schedule 5.02(a) hereto, including any renewals, extensions or replacements of collecting any such Lien, provided that:
(A) no additional property is encumbered in connection with any such renewal, extension or payor banks having a right replacement of setoff, revocation, refund any such Lien; and
(B) there is no increase in the aggregate principal amount of Debt secured by any such Lien from that which was outstanding or chargeback permitted to be outstanding with respect to money or instruments of any such Lien as of the Company Group on deposit with Effective Date or in possession the date of such bankrenewal, extension or replacement, whichever is greater;
(mvii) Liens incurred after the Effective Date given to secure the payment of the purchase price and/or other direct costs incurred in connection with the acquisition, construction, improvement or rehabilitation of assets including Liens incurred by the Borrower or any Subsidiary securing Debt incurred in connection with industrial development bond and pollution control financings, including Liens existing on cash such assets at the time of acquisition thereof or at the time of acquisition by the Borrower or a Subsidiary of any business entity (including a Subsidiary) then owning such assets, whether or not such existing Liens were given to secure the payment of the purchase price of the assets to which they attach, provided that (A) except in the case of Liens existing on assets at the time of acquisition of a Subsidiary then owning such assets, the Lien shall be created within twelve (12) months of the later of the acquisition of, or the completion of the construction or improvement in respect of, such assets and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject shall attach solely to the limitations set forth assets acquired, purchased, or financed, or (B) except in Section 6.14the case of Liens existing on assets at the time of acquisition of a Subsidiary then owning such assets or Liens in connection with industrial development bond or pollution control financings, at the time of the incurrence of such Lien, the aggregate amount remaining unpaid on all Debt secured by Liens on such assets whether or not assumed by the Borrower or a Subsidiary shall not exceed an amount equal to 75% of the lesser of the total purchase price or fair market value, at the time such Debt is incurred, of such assets (as determined in good faith by the Board of Directors of the Borrower);
(nviii) Liens arising from the sale or transfer of accounts receivable and notes of the Borrower and its Subsidiaries, provided that the Borrower and its Subsidiaries shall receive adequate consideration therefor;
(ix) Liens on notes or accounts receivable sold or transferred in favor of Persons financing unpaid insurance premiums so long a transaction which is accounted for as a true sale under GAAP;
(ix) Liens securing Debt, to the extent that such Liens are limited not otherwise permitted by this Section 5.02(a), provided that immediately after giving effect to insurance policies with respect to which the incurrence of any such premiums are financedLien, and (ii) the obligations sum of the aggregate principal amount of all outstanding Debt secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) permitted solely by reason of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties 5.02(a)(x) shall not exceed the higher of the Company Group which arise out (A) 15% of operation of law Consolidated Net Tangible Assets and are not in connection with the borrowing of money;
(pB) Liens described in Schedule 4.05$150,000,000; and
(qxi) Liens not otherwise permitted under this Agreement incurred in connection with any renewals, extensions or refundings of any Debt secured by Liens described in Sections 5.02(a)(vii), (viii), (ix) or (x), provided that there is no increase in the ordinary course of business securing Debt in an aggregate principal amount at of Debt secured thereby and no additional property is encumbered. In the event that any time outstanding property of the Borrower or its Subsidiaries is subjected to a lien in violation of this Section 5.02(a), but no other provision of this Agreement (the Indebtedness secured by such lien being referred to as “Prohibited Secured Indebtedness”), such violation shall not constitute an Event of Default hereunder if the Borrower, substantially simultaneously with the incurrence of such lien, makes or causes to exceed $250,000be made a provision whereby the Advances will be secured equally and ratably with all Prohibited Secured Indebtedness and delivers to the Agent and the Lenders an opinion to that effect, and, in any case, the Advances shall have the benefit, to the full extent that, and with such priority as, the Lenders may be entitled to under applicable law, of an equitable lien to secure the Advances on such property of the Borrower or its Subsidiaries that secures Prohibited Secured Indebtedness. The opinion referred to in the preceding sentence shall be addressed to the Agent and the Lenders, shall contain such qualifications and limitations as are reasonably acceptable to the Agent and the Required Lenders and shall be delivered by counsel of nationally recognized standing selected by the Borrower and satisfactory to the Agent and the Required Lenders. Such counsel shall be deemed to be satisfactory to the Agent and the Required Lenders unless, during the 15 day period after the Agent has received written notice identifying such counsel, the Agent shall have objected to such selection in writing to the Borrower. Notwithstanding any of the foregoing provisions of this Section 5.02(a) including, without limitation, the terms and provisions of the preceding paragraph of this Section 5.02(a), the Borrower shall not, and shall not permit any Subsidiary to, create or incur, or suffer to be incurred or to exist, any Lien (other than Liens described in Section 5.02(a)(i) through (iv), inclusive) upon any land, property or buildings (or any interest therein) described as Special Unencumbered Property in Schedule 5.02(a)(xii) hereto.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any Significant Subsidiary of its Subsidiaries the Borrower to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property whether now owned properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary of the Borrower), in each case to secure or hereafter acquiredprovide for the payment of Indebtedness, other than (i) liens consisting of (A) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation, (B) deposits in the ordinary course of business to secure, or assign any right in lieu of, surety, appeal, or customs bonds to receive income, except that which the Borrower and its Subsidiaries may createor Significant Subsidiary is a party, incur(C) [reserved], assume(D) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than contracts for the payment of money), or suffer (E) materialmen’s, mechanics’, carriers’, workers’, 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 exist obtain in the release of such Liens; (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing the Obligations;
(bii) purchase money Liens liens or purchase money security interests upon or in any equipment property acquired or held by the Borrower or any of its Subsidiaries Significant Subsidiary in the ordinary course of business prior to or at business, which secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or secure indebtedness incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and property; (iii) is not increased in amount;
(c) Liens for taxes, assessments, existing on property acquired by the Borrower or other governmental charges Significant Subsidiary or levies not yet due on the property of any Person at the time that such Person becomes a direct or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business indirect Significant Subsidiary of the Borrower or Significant Subsidiary or is merged into or consolidated with the relevant Subsidiary Borrower or Significant Subsidiary; provided, in each case, that such Liens were not created to secure amounts owingthe acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by any First Mortgage Indenture, which amounts are not yet due so long as under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or are being contested Unmatured Default; (vi) Liens securing Attributable Securitization Obligations on the assets purported to be sold in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
connection with the applicable Permitted Securitization; (fvii) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls Liens securing Nonrecourse Indebtedness; (viii) Liens on production, preferential purchase rights and other burdens cash or cash equivalents deposited on behalf of or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests pledged to counterparties with respect to Permitted Obligations of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
Significant Subsidiaries; (gix) Liens arising in the ordinary course of business out of pledges on cash or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or cash equivalents to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests defease Indebtedness of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
Subsidiaries; (i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(kx) Liens on cash or securities pledged cash equivalents constituting proceeds from a disposition of assets otherwise not 744224964 prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to secure performance the purchaser of bidssuch assets; (xi) Liens securing obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, tendersprovided that such Liens extend to only the equipment, performance bondsproject, surety and appeals bonds, or regulatory compliance nuclear fuel or other obligations assets financed with the proceeds of a like nature incurred in the ordinary course of business and not such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which the borrowing Borrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of money;
the Borrower or Significant Subsidiary other than the assets of the Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (lxiii) Liens created for the sole purpose of refinancing, extending, renewing or replacing in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with whole or in possession of such bank;
(m) Liens on cash and Liquid Investments securing part Indebtedness secured by any Lien referred to in the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as foregoing clauses (i) through (xii); provided, however, that the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) so secured at the time of such Liens are refinancing, extension, renewal or replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline all or pipeline facilities, Hydrocarbons or Properties a part of the Company Group which arise out of operation of law property or Indebtedness that secured the Lien so extended, renewed or replaced (and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000improvements on such property).
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Subsidiaries subsidiaries to create, assume, incur, create or suffer to exist, any Lien on Lien, or in any other type of preferential arrangement, upon or with respect of to any of its Property properties, whether now owned or hereafter acquired, or assign assign, or permit any of its subsidiaries to assign, any right to receive income, except that the Borrower and its Subsidiaries may createin each case to secure any Debt of any person or entity, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):other than:
(a) Liens securing the Obligationspayment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, provided that (i) they do not in the aggregate materially reduce the value of any properties subject to the Liens or materially interfere with their use in the ordinary conduct of the owning business, and (ii) all claims which the Liens secure are being actively contested in good faith and by appropriate proceedings;
(b) purchase money Liens incurred or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries deposits made in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation lawsconnection with worker's compensation, unemployment insurance, old age pensions or other social security or retirement benefitsand other like laws, or similar legislation or (ii) to secure public or the performance of letters of credit, bids, tenders, sales contract, leases, statutory obligations of the Borrower;
(h) Liens arising under operating agreementsobligations, unitization surety, appeal and pooling agreements and orders, Farmout agreements, gas balancing agreements performance bonds and other similar agreementsobligations, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property;
(lc) attachment, judgment and other similar Liens arising in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback connection with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as court proceedings provided that (i) such Liens execution and other enforcement are limited to insurance policies with respect to which such premiums are financedeffectively stayed, and (ii) all claims which the Liens secure are being actively contested in good faith and by appropriate proceedings;
(d) Liens on property of a Subsidiary provided that they secure only obligations owing to the Borrower or another Subsidiary;
(e) Liens related to lease obligations, and within the limitations, described in Section 7.02;
(f) Liens against customer notes, which are created in connection with the sale, pledge or discounting of such customer notes, provided that immediately after giving effect thereto, the Borrower's aggregate liabilities on account of such Debt secured by such Liens do does not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.0511,000,000.00; and
(qg) Liens against property leased pursuant to Capital Leases, provided that the aggregate amount of Debt secured by such Liens does not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,0003,000,000.00.
Appears in 1 contract
Sources: Credit Agreement (Hardinge Inc)
Liens, Etc. The Borrower shall Company will not, and will not permit any Subsidiary to, directly or indirectly create, assume, incur, or suffer to exist, assume or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, exist any Lien on or with respect to any property or asset (including any document or instrument in respect of goods or accounts receivable) of the Company or any of its Property Subsidiary, whether now owned or held or hereafter acquired, or assign any right to receive incomeincome or profits therefrom, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):except:
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, environmental investigations and remediation costs or other governmental charges or levies the payment of which is not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be at the time required by GAAP shall have been made thereforsection 10.10;
(db) statutory Liens in favor of vendors, landlords and Liens of carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law mechanics and materialmen incurred in the ordinary course of business in respect of obligations that are for sums not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be the payment of which is not at the time required by GAAP shall have been made thereforsection 10.10;
(ec) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower (other than any Lien imposed by ERISA or the relevant Subsidiary to secure amounts owing, which amounts are not yet due Code in connection with a Plan) incurred or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been deposits made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under (i) in connection with workers' compensation lawscompensation, unemployment insurance, old age pensions or insurance and other types of social security or retirement benefitssecurity, or similar legislation (ii) to secure (or to secure public obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements sales contracts and other similar agreementsobligations, in each case that are customary not incurred or made in connection with the Oil and Gas Business and that are entered into in borrowing of money, the ordinary course obtaining of business that are taken into account in computing advances or credit or the net revenue interests and working interests payment of the Borrower or any deferred purchase price of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject theretoproperty;
(id) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the expiration of any such stay;
(e) leases or subleases granted to others, easements, rights-of-way, restrictions and other similar charges or encumbrances, in each case incidental to, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industrynot interfering with, none of which interfere with the ordinary conduct of the business of Borrower the Company or any Subsidiary or materially detract from the value or use of the Property to which they applySubsidiary;
(jf) Liens incurred to secure the Debt of the Company (other than Debt which by its terms is subordinate in favor right of landlords or lessors under operating leases or Capital Leases payment to any other Debt of a Loan Party; provided that the Company) outstanding in compliance with paragraphs (b), (c), (d) and (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 belowsection 10.2;
(kg) Liens existing on cash or securities pledged to secure performance the date of bids, tenders, performance bonds, surety this Agreement and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in securing the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any Debt of the Company Group on deposit with and its Subsidiaries referred to in Schedule 5.7. For the purposes of this section 10.3, any Person becoming a Subsidiary after the date of this Agreement shall be deemed to have incurred all of its then outstanding Liens at the time it becomes a Subsidiary, and any Person extending, renewing or in possession refunding any Debt secured by any Lien shall be deemed to have incurred such Lien at the time of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financedextension, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline renewal or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000refunding.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Perma Fix Environmental Services Inc)
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on Lien, or in any other type of preferential arrangement, upon or with respect of to any of its Property properties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except that the Borrower and its Subsidiaries may createin each case to secure any Debt of any Person or entity, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):other than:
(a) Liens securing the ObligationsObligations hereunder;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any The Assignment of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, Leases and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountRents;
(c) Liens for securing the payment of taxes, assessments, assessments or other governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, provided that: (i) they do not yet due in the aggregate materially reduce the value of any properties subject to the Liens or that materially interfere with their use in the ordinary conduct of the owning business, and (provided foreclosure, sale, or other similar proceedings shall not have been initiatedii) all claims which the Liens secure are being actively contested in good faith and by appropriate proceedings, and such reserve proceedings so long as may be required by GAAP shall they have been made thereforrevered for by Borrower in accordance with GAAP;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, incurred or similar Liens arising by operation of law deposits made in the ordinary course of business business: (i) in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation lawsconnection with worker’s compensation, unemployment insurance, old age pensions or other social security or retirement benefitsand other like laws, or similar legislation or (ii) to secure public or the performance of letters of credit, bids, tenders, sales contract, leases, statutory obligations of the Borrower;
(h) Liens arising under operating agreementsobligations, unitization surety, appeal and pooling agreements and orders, Farmout agreements, gas balancing agreements performance bonds and other similar agreementsobligations, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property;
(le) attachment, judgment and other similar Liens arising in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback connection with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as court proceedings provided that: (i) such Liens execution and other enforcement are limited to insurance policies with respect to which such premiums are financedeffectively stayed, and (ii) all claims which the obligations secured Liens secure are being actively contested in good faith and by such Liens do not exceed $500,000 in the aggregateappropriate proceedings;
(of) Subject Subsidiary Real Property Liens to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of moneyextent securing Existing Other Debt;
(pg) Liens securing Debt incurred by Foreign Subsidiaries to the extent permitted by Section 7.01 (a)(vi);
(h) Liens related to operating lease obligations, and within the limitations, described in Schedule 4.05Section 7.03; and
(qi) Purchase Money Liens not otherwise to the extent securing Purchase Money Debt permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000by Section 7.01(a)(ix).
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Hardinge Inc)
Liens, Etc. The Borrower shall not createIssue, assume, incur, assume or suffer to existguarantee, or permit any of its Subsidiaries owning Restricted Property to createissue, assume, incur, assume or suffer to existguarantee, any Lien Debt secured by Liens on or in with respect of to any Restricted Property without effectively providing that its obligations to NYDOCS01/1619437.3A 72 the Lenders under this Agreement and any of its Property whether now owned or hereafter acquired, or assign any right to receive incomethe Notes shall be secured equally and ratably with such Debt so long as such Debt shall be so secured, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which foregoing shall be referred to as "Permitted Liens"):not apply to:
(ai) Liens securing affecting property of the Obligations;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower Company or any of its Subsidiaries in existing on the ordinary course Restatement Date or of business prior to any Person existing at the time it becomes a Subsidiary of the Company or at the time it is merged into or consolidated with the Company or a Subsidiary of the Borrower's Company;
(ii) Liens on property of the Company or such Subsidiary's its Subsidiaries existing at the time of acquisition thereof or incurred to secure the payment of such equipment; providedall or part of the purchase price thereof or to secure Debt incurred prior to, that, at the Debt secured by such Liens (i) was incurred solely time of or within 24 months after acquisition thereof for the purpose of financing all or part of the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and thereof;
(iii) is not increased Liens on property of the Company or its Subsidiaries (in amountthe case of property that is, in the opinion of the Board of Directors of the Company, substantially unimproved for the use intended by the Company) to secure all or part of the cost of improvement thereof, or to secure Debt incurred to provide funds for any such purpose;
(civ) Liens for taxes, assessments, which secure only Debt owing by a Subsidiary of the Company to the Company or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made thereforto another Subsidiary of the Company;
(dv) Liens in favor of vendorsthe United States of America, carriersany State, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, constructionany foreign country, or similar any department, agency, instrumentality, or political subdivisions of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject thereto, including, without limitation, Liens arising by operation to secure Debt of law the pollution control or industrial revenue bond type; or
(vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the ordinary course foregoing clauses (i) to (v) inclusive of business in respect any Debt secured thereby, provided that the principal amount of obligations Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that are not yet due such extension, renewal or that are being contested in good faith by appropriate proceedingsreplacement Lien shall be limited to all or part of the property which secured the Lien extended, renewed or replaced (plus improvements on such property); provided, however, that, the Company and any one or more Subsidiaries owning Restricted Property may issue, assume or guarantee Debt secured by Liens which would otherwise be subject to the foregoing restrictions in an aggregate principal amount which, together with the aggregate outstanding principal amount of all other Debt of the Company and its Subsidiaries owning Restricted Property that would otherwise be subject to the foregoing restrictions (not including Debt permitted to be secured under clause (i) through (vi) above) NYDOCS01/1619437.3A 73 and the aggregate value of the Sale and Leaseback Transactions in existence at such reserve as may time, does not at any one time exceed 10% of the Net Tangible Assets of the Company and its Consolidated Subsidiaries; and provided further that the following type of transaction, among others, shall not be deemed to create Debt secured by Liens: Liens required by GAAP shall have been made therefor;
(e) Liens any contract or statute in order to operators and non-operators under joint operating agreements arising in permit the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower Company or any of its Subsidiaries warranted in to perform any contract or subcontract made by it with or at the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations request of the Borrower;
(h) Liens arising under operating agreementsUnited States of America, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower any foreign country or any of its Subsidiaries warranted in the Security Instrumentsdepartment, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower agency or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments instrumentality of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000foregoing jurisdictions.
Appears in 1 contract
Sources: Five Year Credit Agreement (Honeywell International Inc)
Liens, Etc. The Borrower shall will not, and will not permit any Restricted Subsidiary to, directly or indirectly create, assume, incur, or suffer to exist, assume or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, exist any Lien on or with respect to any property or asset (including any document or instrument in respect of goods or accounts receivable) of the Borrower or any of its Property Restricted Subsidiary, whether now owned or hereafter acquired, or assign any right to receive incomeincome or profits therefrom, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):except:
(a) Liens securing for taxes, assessments or other governmental charges the Obligationspayment of which is not yet due and payable or which is being contested in compliance with Section 7.4 hereof;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries lessors, landlords and carriers, vendors, warehousemen, mechanics, materialmen, repairmen and other like Liens incurred in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies sums not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are the payment of which is being contested in good faith by appropriate proceedingsproceedings and (i) not incurred or made in connection with the borrowing of money, and such reserve as may be required by GAAP shall have been made therefor;
the obtaining of advances or credit or the payment of the deferred purchase price of property or (dii) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law incurred in the ordinary course of business securing the unpaid purchase price of property or services constituting current accounts payable; and precautionary Liens in respect favor of obligations lessors under capital leases and leases of equipment in the ordinary course of business;
(c) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security, or (ii) to secure (or to obtain letters of credit that are secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not yet due incurred or that are being contested made in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been connection with the borrowing of money;
(d) other deposits made thereforto secure liability to insurance carriers under insurance or self-insurance arrangements;
(e) Liens securing reimbursement obligations under letters of credit, provided in each case that such Liens cover only the title documents and related goods (and any proceeds thereof) covered by the related letter of credit;
(f) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal or review, or shall not have been discharged within 60 days after expiration of any such stay;
(g) leases or subleases granted to operators others, easements, rights-of-way, restrictions and non-operators under joint operating agreements arising other similar charges or encumbrances, which, in each case either (i) are granted, entered into or created in the ordinary course of the business of the Borrower or the relevant any Restricted Subsidiary to secure amounts owingor (ii) do not, which amounts are not yet due individually or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course aggregate, present a reasonable likelihood of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrowerhaving a Material Adverse Effect;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in existing on any property of any Person at the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests time it becomes a Subsidiary of the Borrower Borrower, or existing at the time of acquisition upon any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held property acquired by the Borrower or any such Subsidiary through purchase, merger or materially impair consolidation or otherwise, whether or not assumed by the value Borrower or such Subsidiary, or created to secure Indebtedness incurred under Section 8.1(f) to pay all or any part of such Property subject thereto;
the purchase price (ia “Purchase Money Lien”) easements, rights-of-way, of property (including without limitation Capital Stock and other similar encumbrances, and minor defects in securities) acquired by the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided Restricted Subsidiary, provided, that (i) any such Lien shall secure only be confined solely to such item or items of property and, if required by the obligations terms of the instrument originally creating such Loan Party arising under the applicable operating lease Lien, other property which is an improvement to or Capital Leaseis acquired for use specifically in connection with such acquired property, and (ii) in the Debt under case of a Purchase Money Lien, the principal amount of the Indebtedness secured by such Capital Leases is permitted under Section 6.02 belowPurchase Money Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the Borrower and the Restricted Subsidiaries of such property and (B) the fair market value of such property at the time of the acquisition thereof (as determined in good faith by the General Partner), (iii) any such Purchase Money Lien shall be created not later than 30 days after the acquisition of such property and (iv) any such Lien (other than a Purchase Money Lien) shall not have been created or assumed in contemplation of such Person’s becoming a Subsidiary of the Borrower or such acquisition of property by the Borrower or any Subsidiary;
(ki) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or securing other obligations of a like nature incurred in the ordinary course of business and otherwise permitted under this Agreement, including, but not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setofflimited to, revocationCapitalized Lease Obligations, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do shall not exceed $500,000 in the aggregatean amount equal to 3% of Consolidated Net Tangible Assets at such time;
(oj) Subject Liens securing the First Mortgage Notes that attach to paragraphs the assets of the Borrower or any Restricted Subsidiary pursuant to Section 1.3 of either of the First Mortgage Note Agreements; provided, that at no time when such Liens exist, shall the Leverage Ratio exceed 2.00 to 1.00; and
(k) easements, exceptions or reservations in any property of the Borrower or any Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary conduct of the business of the Borrower or any Restricted Subsidiary. Notwithstanding anything in this Agreement to the contrary, until the AEPLP Guaranty Date, other than Liens permitted by subsections (a), (b), (c), (d), (f), (g), (h) and (di) of this Section 6.018.3, non-consensual statutory Liens the Borrower will not permit AEPLP or any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on pipeline or pipeline facilitieswith respect to any property or asset (including any document or instrument in respect of goods or accounts receivable) of AEPLP or such Subsidiary, Hydrocarbons whether such property or Properties of the Company Group which arise out of operation of law and assets are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at now owned or held or hereafter acquired, or any time outstanding not to exceed $250,000income or profits therefrom.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, or suffer to existwill not, or permit any of its ---------- Subsidiaries to to, create, assume, incur, or suffer to exist, any Lien of any kind on or in respect of any Property of the Borrower or any of its Property Subsidiaries, whether now owned or hereafter acquired, or assign any right to receive income, except that for the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist following (all of which shall be referred to as "Permitted Liens"):
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or securing Indebtedness in any equipment acquired or held by an aggregate principal amount not to exceed 10% of the Borrower or any of its Subsidiaries Borrower's Consolidated Net Worth;
(c) Liens arising in the ordinary course of business prior to or at the time by operation of the Borrower's or such Subsidiary's acquisition of such equipment; providedlaw in connection with workers' compensation, thatunemployment insurance, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipmentold age benefits, and does not exceed the aggregate purchase price of such equipmentsocial security obligations, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, statutory obligations or other similar proceedings shall charges, good faith deposits, pledges or other Liens in connection with (or to obtain letters of credit in connection with) bids, performance bonds, contracts or leases to which the Borrower or its Subsidiaries are a party or other deposits required to be made in the ordinary course of business; provided, that in each case the -------- obligation secured is not have been initiated) are Indebtedness and is not overdue or, if overdue, is being contested in good faith by appropriate proceedings, proceedings and such reserve as may be required by reserves in conformity with GAAP shall have been made provided therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics', workmen, materialmen, supplierslandlords', laborers, construction, carriers' or other similar Liens arising by operation of law in the ordinary course of business in respect (or deposits to obtain the release of such Liens) related to obligations that are not yet due or or, if due, that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by proceedings and reserves in conformity with GAAP shall have been made provided therefor;
(e) Inchoate Liens to operators under ERISA and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are liens for Taxes not yet due or which are being contested in good faith by appropriate proceedings, if such reserve as may be required by proceedings and reserves in conformity with GAAP shall have been made provided therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on Liens arising out of judgments or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of awards against the Borrower or any of its Subsidiaries, or in connection with surety or appeal bonds or the like in connection with bonding such judgments or awards, the time for appeal from which or petition for rehearing of which shall not have expired or for which the Borrower or such Subsidiary shall be prosecuting on appeal or proceeding for review, and for which it shall have obtained a stay of execution or the like pending such appeal or proceeding for review; provided that the -------- aggregate amount of uninsured or underinsured liabilities (including interest, costs, fees and penalties, if any) of the Borrower and its Subsidiaries warranted secured by such Liens shall not exceed $15,000,000 in the Security Instrumentsaggregate at any one time outstanding and provided further that there is adequate assurance, in the sole -------- ------- discretion of the Majority Banks that the insurance proceeds attributable thereto shall be paid promptly upon the expiration of such time period or resolution of such proceeding if necessary to remove such Liens;
(g) Liens arising in existing on the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrowerdate hereof and listed on Schedule 6.1;
(h) Liens arising under operating agreementsany extension, unitization renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing subsections (b) through (h), provided, however, that the principal -------- ------- amount of Indebtedness secured thereby does not exceed the principal amount secured at the time of such extension, renewal or replacement and pooling agreements such extension, renewal or replacement is limited to the property already subject to the Lien so extended, renewed or replaced;
(i) rights reserved to or vested in any municipality or governmental, statutory or public authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to terminate such right, power, franchise, grant, license or permit or to purchase, condemn, expropriate or recapture or to designate a purchaser of any of the property of a Person;
(j) rights reserved to or vested in any municipality or governmental, statutory or public authority to control, regulate or use any property of a Person;
(k) rights of a common owner of any interest in property held by a Person and orderssuch common owner as tenants in common or through other common ownership;
(l) encumbrances (other than to secure the payment of Indebtedness), Farmout agreementseasements, gas balancing agreements restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any property or rights-of-way of a Person for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines, removal of gas, oil, coal, metals, steam, minerals, timber or other natural resources, and other similar agreementslike purposes, or for the joint or common use of real property, rights-of-way, facilities or equipment, or defects, irregularity and deficiencies in each case that are customary in title of any property or rights-of-way;
(m) zoning, planning and Environmental Laws and ordinances and municipal regulations;
(n) financing statements filed by lessors of property (but only with respect to the Oil property so leased) and Gas Business and that are Liens under any conditional sale or title retention agreements entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests business;
(o) rights of lessees of equipment owned by the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of moneySubsidiaries;
(p) upon the occurrence of a triggering event under Section 5.10(c) of this Agreement, Liens described in Schedule 4.05; and
favor of the holders of the Senior Notes, provided that the rights and remedies of the holders of such Liens and the Liens securing the Obligations are governed by an intercreditor agreement between the holders of the Senior Notes (qor the indenture trustee thereof) Liens not otherwise permitted under this Agreement incurred and the Administrative Agent, such intercreditor agreement to be in form and substance satisfactory to the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000Administrative Agent and the Majority Banks.
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any Significant Subsidiary of its Subsidiaries such Borrower to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property whether now owned properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary of such Borrower), in each case to secure or hereafter acquiredprovide for the payment of Indebtedness, other than (i) liens consisting of (A) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation, (B) deposits in the ordinary course of business to secure, or assign any right to receive incomein lieu of, except that the Borrower and its Subsidiaries may createsurety, incur, assumeappeal, or suffer customs bonds to exist which such Borrower or Significant Subsidiary is a party, (all C) deposits, in an aggregate amount not to exceed $250,000,000 at any one time outstanding, made by FE to secure, or in lieu of, surety, appeal, or customs bonds to which any Unregulated Subsidiary is a party, (D) pledges or deposits in the ordinary course of which shall be referred business to as "Permitted secure performance in connection with bids, tenders or contracts (other than contracts for the payment of money), or (E) materialmen’s, mechanics’, carriers’, workers’, 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 in the release of such Liens"):
; (a) Liens securing the Obligations;
(bii) purchase money Liens liens or purchase money security interests upon or in any equipment property acquired or held by the such Borrower or any of its Subsidiaries Significant Subsidiary in the ordinary course of business prior to or at business, which secure the time of the Borrower's or such Subsidiary's acquisition purchase price of such equipment; provided, that, the Debt secured by such Liens (i) was property or secure indebtedness incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and property; (iii) Liens existing on property acquired by such Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of such Borrower or Significant Subsidiary or is merged into or consolidated with such Borrower or Significant Subsidiary; provided, in each case, that such Liens were not increased in amount;
created to secure the acquisition of such Person; (c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(div) Liens in favor existence on the date of vendorsthis Agreement; (v) Liens created by any First Mortgage Indenture, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation so long as under the terms thereof no “event of law in the ordinary course of business default” (howsoever designated) in respect of obligations that are not yet due any bonds issued thereunder will be triggered by reference to an Event of Default or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
Unmatured Default; (evi) Liens securing Attributable Securitization Obligations on the assets purported to operators and non-operators under joint operating agreements arising be sold in connection with the ordinary course applicable Permitted Securitization; (vii) Liens securing Nonrecourse Indebtedness; (viii) Liens on cash or cash equivalents deposited on behalf of the business or pledged to counterparties with respect to Permitted Obligations of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
Significant Subsidiaries; (g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(kix) Liens on cash or securities pledged cash equivalents to secure performance defease Indebtedness of bids, tenders, performance bonds, surety and appeals bonds, such Borrower or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect [Signature Page to money or instruments of FirstEnergy Parent Credit Agreement] 743896444 any of the Company Group on deposit with or in possession of such bank;
its Subsidiaries; (mx) Liens on cash and Liquid Investments or cash equivalents constituting proceeds from a disposition of assets otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to the purchaser of such assets; (xi) Liens securing obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, provided that such Liens extend to only the performance obligations equipment, project, nuclear fuel or other assets financed with the proceeds of such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which such Borrower under or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any Hedge Contract (assets of such Borrower or Significant Subsidiary other than the assets of such Borrower or Significant Subsidiary subject to the limitations set forth in Section 6.14);
such lease and proceeds thereof; and (nxiii) Liens created for the sole purpose of refinancing, extending, renewing or replacing in favor of Persons financing unpaid insurance premiums so long as whole or in part Indebtedness secured by any Lien referred to in the foregoing clauses (i) through (xii); provided, however, that the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) so secured at the time of such Liens are refinancing, extension, renewal or replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline all or pipeline facilities, Hydrocarbons or Properties a part of the Company Group which arise out of operation of law property or Indebtedness that secured the Lien so extended, renewed or replaced (and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000improvements on such property).
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Liens, Etc. The Borrower shall not create, assume, incur, Create or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on upon or in with respect of to any of its Property their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, except that other than the following Liens (to the extent, with respect to the Borrower or any of its assets or properties (x) if created, incurred or assumed by the Borrower on or after the Filing Date are approved and its Subsidiaries may createauthorized by the Bankruptcy Court and (y) if created, incurincurred or assumed by the Borrower before the Filing Date and are valid, assume, or suffer to exist (all of which shall be referred to as "Permitted perfected and non-avoidable in accordance with applicable law)("Permitted Liens"):
(a) Liens securing created pursuant to the ObligationsLoan Documents or the Interim Financing Order or the Final Financing Order;
(b) purchase money Liens existing on the date hereof, as set forth in Schedule 8.01 hereto;
(c) Liens for taxes, assessments or purchase money security interests upon governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.02 hereof;
(d) Liens created by operation of law other than Environmental Liens, such as liens of materialmen, mechanics, carriers, warehousemen, suppliers, and other similar liens, arising in any equipment acquired the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or held which are being contested in good faith by appropriate proceedings;
(e) deposits, pledges or Liens (other than Liens arising under ERISA) securing (1) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (2) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (3) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due;
(f) restrictions on the use of Real Estate and minor irregularities in the title thereto which (1)do not secure obligations for the payment of money, other than those created pursuant to the Loan Documents or are permitted under clauses (b) and (j) of this Section 8.01 or (2) do not materially impair the value of such Real Estate or its use by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition normal conduct of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountPerson's business;
(cg) purchase money Liens for taxes, assessments, on or other governmental charges purchase money security interests in equipment or levies not yet due Real Estate acquired or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law held in the ordinary course of its business in respect securing Indebtedness, provided that the Indebtedness secured by such Liens or security interests shall not exceed the aggregate principal amount of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower$100,000 per annum;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject theretosecuring Capitalized Leases;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply[Intentionally left blank];
(j) Liens in favor on Real Estate of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall the Borrower which secure only Indebtedness incurred by the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 belowBorrower;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money[Intentionally left blank];
(l) Liens in favor of collecting upon any property or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments assets of any Subsidiary of the Company Group on deposit Borrower existing at the time such Subsidiary is acquired by, merged into or consolidated with the Borrower in accordance with the terms of this Agreement, provided that such Liens were not created in contemplation of any such acquisition, merger or in possession of such bankconsolidation;
(m) pre-existing Liens on cash and Liquid Investments securing upon any property or assets existing at the performance obligations time such property or assets are acquired by the Borrower, provided that such Liens were not created in contemplation of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14)such acquisition;
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited created pursuant to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregateSenior Notes Collateral Agreement;
(o) Subject to paragraphs Liens of GPH; and
(cp) renewals and replacements of the Liens described in clauses (b), (g), (l), (m) and (dn) of this Section 6.018.01, non-consensual statutory Liens on pipeline provided that any such renewal or pipeline facilities, Hydrocarbons replacement Lien shall be limited to the property or Properties of assets covered by the Company Group which arise out of operation of law Lien renewed or replaced and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt Indebtedness secured by any such renewal or replacement Lien shall be in an aggregate principal amount at any time outstanding not to exceed $250,000greater than the amount of Indebtedness secured by the Lien renewed or replaced.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Golden Books Family Entertainment Inc)
Liens, Etc. The Borrower shall not create, assumeCreate, incur, or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, assume or suffer to exist, any Lien on Lien, upon or in with respect of to any of its Property whether properties, now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):except:
(ai) Liens securing in favor of the ObligationsCollateral Agent, for the benefit of itself, the Agent, the Lenders and the Senior Note Holders;
(b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, taxes or assessments or other governmental government charges or levies if not yet due and payable or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) if due and payable if they are being contested in good faith by appropriate proceedings, proceedings and such reserve as may be required by GAAP shall have been made thereforfor which appropriate reserves are maintained;
(diii) Liens in favor of vendorsimposed by law, carrierssuch as mechanics', materialmen's, landlords', warehousemen's, repairmenand carriers' Liens, mechanicsand other similar Liens, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law securing obligations incurred in the ordinary course of business in respect of obligations that which are not yet past due or that which are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall proceedings and for which appropriate reserves have been made thereforestablished;
(eiv) Liens under workers' compensation, unemployment insurance, Social Security, or similar legislation;
(v) Liens, deposits, or pledges to operators and non-operators secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under joint operating agreements the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds, or other similar obligations arising in the ordinary course of the business of business;
(vi) Liens described in Schedule 5.02(a), which Liens may be renewed, extended or refinanced, without securing any additional Debt and on terms no less favorable to the Borrower or applicable Guarantor than the relevant Subsidiary to secure amounts owingoriginal terms (except for the refinancing permitted by clause (xi) below, which amounts are not yet due may be on the terms set forth therein);
(vii) Judgment and other similar Liens arising in connection with court proceedings (other than those described in Section 6.01(f)), provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(fviii) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easementsEasements, rights-of-way, restrictions, and other similar encumbrancesencumbrances which, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industryaggregate, none of which do not materially interfere with the ordinary conduct Borrower's or a Guarantor's occupation, use and enjoyment of the property or assets encumbered thereby in the normal course of its business of Borrower or any Subsidiary or materially detract from impair the value or use of the Property to which they applyproperty subject thereto;
(jix) Liens in favor of landlords or lessors under operating leases or Capital Leases of a The Canadian Bridge Loan Party; Mortgages, provided that such mortgages shall be satisfied when the Canadian Bridge Loan is repaid;
(ix) The Canadian Mortgage;
(xi) The North Carolina Mortgage which may be refinanced in accordance with Section 5.01(m) of this Agreement; and
(xii) Purchase money Liens on any such property hereafter acquired or the assumption of any Lien shall secure only on property existing at the obligations time of such Loan Party arising under the applicable operating lease acquisition, or a Lien incurred in connection with any conditional sale or other title retention agreement or a Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;provided that:
(k1) Liens on cash Any property subject to any of the foregoing is acquired by the Borrower or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred Guarantor in the ordinary course of its respective business and not in connection the Lien on any such property is created contemporaneously with the borrowing of moneysuch acquisition;
(l2) Liens in favor The obligation secured by any Lien so created, assumed, or existing shall not exceed one hundred (100%) percent of collecting lesser of cost or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any fair market value of the Company Group on deposit with property acquired as of the time of the Borrower or in possession of such bankthe Guarantor acquiring the same;
(m3) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject Each such Lien shall attach only to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums property so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, acquired and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05fixed improvements thereon; and
(q4) Liens not otherwise The obligation secured by such Lien is permitted under this Agreement incurred in by the ordinary course provisions of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000Section 5.02(b) and the related expenditure is permitted by the provisions of Section 5.03(b).
Appears in 1 contract
Liens, Etc. The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):exist:
(a) Liens securing the Obligations;
(b) purchase money Liens or purchase money security interests upon or specified in any equipment acquired or held the attached Schedule 6.01 on the Property owned by the Borrower or any of and its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, which is specified therein securing only the Debt disclosed to be secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amounttherein;
(c) Liens securing purchase money indebtedness permitted under Section 6.02(c), provided that each such Lien encumbers only the property acquired in connection with the creation of any such purchase money indebtedness;
(d) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, distraint, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(de) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, provided such reserve as may be required by GAAP shall have been made therefor;
(ef) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use or
(h) Liens of record under terms and provisions of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Leaseleases, unit agreements, assignments, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance other transfer of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred title documents in the ordinary course chain of business and not in connection with title under which the borrowing of money;
(l) Liens in favor of collecting Borrower or payor banks having a right of setoffthe relevant Subsidiary acquired the Property, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject which have been disclosed to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000Agent.
Appears in 1 contract
Sources: Credit Agreement (Stone Energy Corp)
Liens, Etc. The Borrower shall not create, assumeCreate, incur, assume or suffer to exist, or permit exist any Lien upon any of its Subsidiaries to createproperty, assumeassets or revenues, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that other than the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"):following:
(a) Liens securing the Obligationspursuant to any Loan Document;
(b) purchase money Liens existing on the date hereof and listed on Schedule 6.01 and any renewals or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; providedextensions thereof, that, the Debt secured by such Liens provided that (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does property covered thereby is not exceed the aggregate purchase price of such equipmentincreased, (ii) the amount secured or benefited thereby is secured only not increased, except by such equipment and not by any an amount equal to a reasonable premium or other assets of the Borrower and its Subsidiariesreasonable amount paid, and (iii) is not increased fees and expenses reasonably incurred, in amountconnection with the refinancing thereof and by an amount equal to any existing commitments unutilized thereunder;
(c) Liens for taxes, assessments, or other governmental charges or levies taxes not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, and such reserve as may be required by GAAP shall have been made thereforif adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Liens in favor of vendors, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, ’s or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) like Liens arising in the ordinary course of business out 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, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests connection with workers’ compensation, unemployment insurance and working interests of the Borrower or other social security legislation, other than any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered imposed by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject theretoERISA;
(if) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance bonds and other obligations of a like nature (including obligations imposed by the applicable laws of foreign jurisdictions (exclusive of obligations for the payment of borrowed money)) incurred in the ordinary course of business;
(g) easements, rights-of-way, restrictions, municipal, building and zoning ordinances and other similar encumbrancesencumbrances affecting real property which, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industryaggregate, none of which do not materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary or materially detract from the value or use of the Property to which they applyand its Subsidiaries;
(jh) Liens in favor securing judgments for the payment of landlords money not constituting an Event of Default under Section 7.01(g) or lessors securing appeal or surety bonds related to such judgments;
(i) Liens securing Indebtedness permitted under operating leases or Capital Leases of a Loan PartySection 6.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, Indebtedness and proceeds thereof and (ii) the Debt under Indebtedness secured thereby does not exceed the cost of the property being acquired on the date of acquisition;
(i) Liens on property of a Person existing at the time such Capital Leases Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that (x) such merger, consolidation or becoming a Subsidiary is otherwise permitted under Section 6.02 belowthe Loan Documents and (y) such Liens were not created in contemplation of such merger, consolidation or investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary; and (ii) Liens on property of a Person existing at the time such property is purchased by the Borrower or any Subsidiary of the Borrower in a transaction constituting a Permitted Acquisition permitted hereunder; provided, that such Liens were not created in contemplation of such Permitted Acquisition;
(k) Liens on cash arising solely by virtue of any consensual agreement or securities pledged statutory or common law provision relating to secure performance banker’s liens, rights of bids, tenders, performance bonds, surety set-off or similar rights and appeals bonds, or regulatory compliance remedies as to deposit accounts or other obligations of funds maintained with a like nature creditor depository institution;
(l) leases, subleases, licenses and rights-of-use granted to others incurred in the ordinary course of business and that do not in connection with materially and adversely affect the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any use of the Company Group on deposit with or in possession of such bankproperty encumbered thereby for its intended purposes;
(m) Liens restrictions on cash and Liquid Investments securing the performance obligations transfers of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14)securities imposed by applicable securities laws;
(n) Liens in favor licenses of Persons financing unpaid insurance premiums intellectual property so long as (i) any such Liens are limited to insurance policies with respect to which such premiums are financedlicense, and (ii) the obligations secured by such Liens do not exceed $500,000 individually or in the aggregateaggregate with all such licenses, does not materially impair the business of the Borrower and its Subsidiaries taken as a whole as currently conducted;
(o) Subject Liens securing reimbursement obligations in respect of documentary letters of credit or bankers acceptances in the ordinary course of business, provided that such Liens attach only to paragraphs (c) the documents and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of goods covered thereby and the Company Group which arise out of operation of law and are not in connection with the borrowing of moneyproceeds thereof;
(p) Liens described arising in Schedule 4.05; andconnection with the filing of Uniform Commercial Code (or equivalent) financing statements solely as a precautionary measure in connection with operating leases or the consignment of goods;
(q) Liens not otherwise permitted under this Agreement incurred arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers;
(r) Liens on the assets of Foreign Subsidiaries with respect to Indebtedness permitted by Section 6.03(l); and
(s) other Liens securing Debt in an aggregate Indebtedness or other obligations otherwise permitted hereunder, provided the outstanding principal amount of any such Indebtedness and the amount of such obligations, in the aggregate, do not exceed at any time outstanding the greater of (i) $25,000,000 and (ii) 3.0% of the Consolidated Total Assets (measured solely at the time any such principal amount or amount is increased or any such Lien is created, it being understood that a subsequent change in the Consolidated Total Assets shall not to exceed $250,000change the amount permitted under this clause (ii)) of the Borrower and its Subsidiaries.
Appears in 1 contract
Sources: Credit Agreement (Neustar Inc)
Liens, Etc. The Borrower shall will not create, assume, incur, incur or suffer to exist, or permit any of its Subsidiaries (except for Permitted Other Subsidiaries) to create, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, assume or suffer to exist (all of which shall be referred to as "Permitted Liens")::
(a) Liens securing the Obligations;
(b) purchase money Liens for taxes, assessments or purchase money security interests upon governmental charges or in any equipment acquired or held by levies on Property of the Borrower or any of its Subsidiaries in Guarantor to the ordinary course of business prior extent not required to or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amountbe paid pursuant to Sections 5.03;
(c) Liens for taxesimposed by law (such as landlords’, assessmentscarriers’, warehousemen’s and mechanics’ liens or other governmental charges or levies not yet due or that otherwise arising from litigation) (provided foreclosure, sale, or other similar proceedings shall not have been initiateda) which are being contested in good faith and by appropriate proceedings, and such reserve as may be required by (b) with respect to which reserves in conformity with GAAP shall have been made thereforprovided, (c) which have not resulted in any Hotel Property being in jeopardy of being sold, forfeited or lost during or as a result of such contest, (d) neither the Administrative Agent nor any Bank could become subject to any civil fine or penalty or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (e) such contest does not, and could not reasonably be expected to, result in a Material Adverse Change;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in on leased personal property to secure solely the ordinary course of business in respect of lease obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, associated with such reserve as may be required by GAAP shall have been made thereforproperty;
(e) Liens securing Secured Recourse Indebtedness and Secured Non-Recourse Indebtedness permitted pursuant to operators and non-operators under joint operating agreements arising in the ordinary course provisions of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;Section 6.02; and
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital LeaseNew York Mortgages; provided, and no New York Mortgage shall be permitted hereunder unless the Administrative Agent is a “Qualified Unsecured Lender” (ii) the Debt under as such Capital Leases term is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred defined in the ordinary course of business and not in connection with the borrowing of money;
(lExisting Revolving Credit Agreement) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments such New York Mortgage for purposes of any Section 9.01(f) of the Company Group on deposit with or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000Existing Revolving Credit Agreement.
Appears in 1 contract
Sources: Senior Unsecured Term Loan Agreement (LaSalle Hotel Properties)
Liens, Etc. The Borrower shall not None of the Borrowers nor any Material Subsidiary will create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, incur or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower Borrowers and its the Material Subsidiaries may create, incur, assume, assume or suffer to exist (all of which shall be referred to as "Permitted Liens"):exist:
(a) Liens securing the Obligations;
(b) purchase money Liens for taxes, assessments or purchase money security interests upon governmental charges or levies on Property of the Borrowers to the extent not required to be paid pursuant to Sections 5.01 and 5.04;
(c) Liens securing Debt set forth in any equipment acquired Schedule 6.01 attached hereto and refinancings of such Debt; provided that, the aggregate principal amount of such Debt shall not be increased;
(d) carrier's, warehousemen's, mechanic's, materialmen's, repairmen's or held by the Borrower or any of its Subsidiaries other like Liens arising in the ordinary course of business prior to (whether or at the time not statutory) which are not overdue for a period of the Borrower's more than 30 days or such Subsidiary's acquisition of such equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) which are being contested in good faith and by appropriate proceedings, and such for which a reserve or other appropriate provision, if any, as may shall be required by GAAP Applicable Accounting Rules shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made thereformade;
(e) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out in favor of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or customs and revenue authorities arising as a matter of law to secure public or statutory obligations payment of customs duties in connection with the Borrowerimportation of goods;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(if) easements, rights-of-way, restrictions and other similar encumbrancesencumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, leases, subleases, licenses, sublicenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and minor defects which do not in any case materially detract from the chain value of title that are customarily accepted in the oil and gas financing industry, none of which Property subject thereto or interfere with the ordinary conduct of the business of Borrower the Company or any Subsidiary or materially detract from the value or use of the Property to which they applyits Subsidiaries;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(kg) Liens on cash or securities pledged to secure performance Property of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any Persons which become Subsidiaries of the Company Group on deposit with or in possession after the date of such bank;
(m) Liens on cash and Liquid Investments this Agreement securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) Debt permitted hereby; provided that, such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) in existence at the obligations secured by such Liens do not exceed $500,000 in time the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties respective Persons become Subsidiaries of the Company Group which arise out of operation of law and are were not created in connection with the borrowing of moneyanticipation thereof;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.
Appears in 1 contract
Sources: Credit Agreement (Schweitzer Mauduit International Inc)
Liens, Etc. The Borrower shall will not create, assume, incur, create or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, create or suffer to exist, any Lien on lien, security interest, or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties (including, without limitation, the capital stock of or any other equity interest in any of its Subsidiaries except to the extent such lien is created to secure obligations in respect of any of its Property Nonrecourse Indebtedness), whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except that in each case to secure or provide for the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist payment of any Indebtedness of any Person (all any of which shall be the foregoing being referred to herein as a "Permitted LiensLien"):
), other than (ai) Liens securing the Obligations;
(b) purchase money imposed by law, such as carriers', warehousemen's and mechanics' Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries and other similar Liens arising in the ordinary course of business prior to business, (ii) Liens on the capital stock of or at the time any other equity interest in any of the Borrower's Subsidiaries or any such Subsidiary's acquisition assets to secure the payment and performance of Indebtedness obligations in connection with any project financing for such Subsidiary (provided that the obligee of such equipment; providedobligations shall have no recourse to the Borrower to satisfy such obligations, thatother than pursuant to any such Liens on the Borrower's equity interests in its Subsidiaries), (iii) Liens created in connection with the Debt acquisition by Subsidiaries of assets and the continuation of such Liens in connection with any refinancing of the Indebtedness secured by such Liens, provided such Liens are limited to the assets so acquired, (iiv) was incurred solely for Liens on the purpose assets and/or rights to receive income of financing any Person that exist at the acquisition time such Person becomes a Subsidiary and the continuation of such equipmentLiens in connection with any refinancing or restructuring of the obligations secured by such Liens, (v) Liens created in connection with the incurrence by Subsidiaries from time to time of an amount not to exceed $375,000,000 of Indebtedness at any one time outstanding and does not exceed the aggregate purchase price continuation of such equipmentLiens in connection with any refinancing of such Indebtedness, (iivi) is secured only by Liens on the capital stock or other equity interest evidencing an investment permitted under Section 6.14(i)(B), provided such equipment and not by any other assets Liens are created in connection with the financing of the Borrower and its Subsidiariesbusiness of such Person, and (iii) is not increased in amount;
(cvii) Liens for taxes, assessments, assessments or other governmental charges or levies to the extent not yet past due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
with adequate reserves set aside for the payment thereof in accordance with GAAP, (dviii) Liens in favor pledges or deposits to secure obligations of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law Subsidiaries to energy suppliers incurred in the ordinary course of business business, (ix) Liens granted hereunder to the Lenders and the LC Issuer in respect of obligations the Facility LC Collateral Account, (x) Liens, if any, arising in connection with Capitalized Leases only on the equipment or property subject to such Capitalized Lease, (xi) attachment, judgment or similar Liens arising in connection with court proceedings, provided, that are not yet due with respect to any Lien against the Guarantor involving an amount of $10,000,000 or that more, and against the Borrower and its Subsidiaries involving an amount of $5,000,000 or more, the execution or other enforcement of such Lien is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedingsproceedings or the payment of which is covered in full (subject to customary deductible amounts) by insurance maintained with responsible insurance companies and the applicable insurance company has acknowledged its liability therefor in writing, provided, that, such reserve as may be required by GAAP shall have been made therefor;
and (exii) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owingan Affiliate created, which amounts are not yet due directly or are being contested in good faith by appropriate proceedingsindirectly, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below;
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any acquisition of the Company Group on deposit with Replacement Property or in possession of such bank;
(m) Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financedcreated, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(o) Subject to paragraphs (c) and (d) of this Section 6.01directly or indirectly, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000Replacement Property Contracts.
Appears in 1 contract