Liens securing Indebtedness. or other obligations of the Borrower or a Subsidiary Guarantor owing to any Loan Party permitted to be Incurred in accordance with Section 7.01; (11) Liens securing Swap Contracts Incurred in accordance with Section 7.01; (12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (13) leases, subleases, licenses, sublicenses, occupancy agreements or assignments of or in respect of real or personal property; (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases, Non-Finance Lease Obligations or consignments; (15) Liens in favor of the Borrower or any Subsidiary Guarantor; (16) (i) Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” Incurred in connection with a Qualified Receivables Financing, (ii) Liens securing Indebtedness or other obligations of any Receivables Subsidiary and (iii) Liens on accounts receivable and related assets Incurred pursuant to factoring arrangements entered into in the ordinary course of business; (17) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers or under self-insurance arrangements in respect of such obligations; (18) Liens on the Equity Interests of Unrestricted Subsidiaries; (19) grants of intellectual property, software and other technology licenses; (20) judgment and attachment Liens not giving rise to an Event of Default pursuant to Section 8.01(f), (g) or (h) and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings; (21) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; (22) Liens Incurred to secure Cash Management Services and other “bank products” (including those described in Sections 7.01(j) and (w)); (23) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9) or (11), or succeeding clauses (24), (25), (28), (47), (49) or (50) of this definition or this clause (23); provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property, replacements of such property, additions and accessions thereto, after-acquired property and the proceeds and the products of the foregoing and customary security deposits in respect thereof and, in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions)
Appears in 1 contract
Samples: Credit Agreement (V2X, Inc.)
Liens securing Indebtedness. owing by a Restricted Subsidiary to the Company or any wholly-owned Subsidiary of the Company; (iv) Liens on Property of any entity, or on the stock, indebtedness or other obligations of such entity, existing at the Borrower time (a) such entity becomes a Restricted Subsidiary, (b) such entity is merged into or consolidated with the 7 Company or a Restricted Subsidiary Guarantor owing or (c) the Company or a Restricted Subsidiary acquires all or substantially all of the assets of such entity; provided that no such Lien extends to any Loan Party permitted to be Incurred in accordance with Section 7.01other Property of the Company -------- or any other Restricted Subsidiary; (11) Liens securing Swap Contracts Incurred in accordance with Section 7.01; (12v) Liens on specific items Property to secure any indebtedness incurred to provide funds for all or any part of inventory the cost of development of or other goods and proceeds of any Person securing improvements to such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goodsProperty; (13) leases, subleases, licenses, sublicenses, occupancy agreements or assignments of or in respect of real or personal property; (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases, Non-Finance Lease Obligations or consignments; (15) Liens in favor of the Borrower or any Subsidiary Guarantor; (16) (ivi) Liens on accounts receivable and related assets the Property of the type specified in Company or any of its Restricted Subsidiaries securing (a) nondelinquent performance of bids or contracts (other than for borrowed money, obtaining of advances or credit or the definition securing of “Receivables Financing” Incurred in connection with a Qualified Receivables Financingdebt), (iib) Liens securing Indebtedness or contingent obligations on surety and appeal bonds and (c) other nondelinquent obligations of any Receivables Subsidiary and (iii) Liens on accounts receivable and related assets Incurred pursuant to factoring arrangements entered into a like nature, in each case, incurred in the ordinary course of business; (17vii) deposits made Liens securing Capital Lease Obligations, provided that (a) any -------- such Lien attaches to the Property within 270 days after the acquisition thereof and (b) such Lien attaches solely to the Property so acquired; (viii) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other security funds, provided that such deposit account is not a dedicated -------- cash collateral account and is not subject to restrictions against access by the Company or such Restricted Subsidiary, as the case may be, in excess of those set forth by regulations promulgated by the ordinary course of business Federal Reserve Board and such deposit account is not intended by the Company or such Restricted Subsidiary to secure liability provide collateral to insurance carriers or under self-insurance arrangements in respect of such obligationsthe depository institution; (18ix) Liens on the Equity Interests of Unrestricted Subsidiariespledges or deposits under worker's compensation laws, unemployment insurance laws or similar legislation; (19x) grants of intellectual property, software statutory and other technology licenses; (20) judgment and attachment tax Liens for sums not giving rise to an Event of Default pursuant to Section 8.01(f), (g) yet due or (h) and notices of lis pendens and associated rights related to litigation delinquent or which are being contested or appealed in good faith by appropriate proceedings; (21xi) Liens arising out solely by operation of conditional salelaw, title retentionsuch as mechanics', consignment materialmen's, warehouseman's and carriers' Liens and Liens of landlords or similar arrangements for the sale of goods entered into mortgages of landlords, on fixtures and movable Property located on premises leased in the ordinary course of business; (22xii) Liens Incurred on personal Property, other than shares of stock or indebtedness of any Restricted Subsidiary, to secure Cash Management Services loans maturing not more than one year from the date of the creation thereof and on accounts receivable associated with a receivables financing program of the Company or any of its Restricted Subsidiaries; (xiii) any Lien created by or resulting from litigation or other proceeding against, or upon property of, the Company or any Restricted Subsidiary, or any lien for workmen's compensation awards or similar awards, so long as the finality of such judgment or award is being contested and execution thereon is stayed or such Lien relates to a final unappealable judgment which is satisfied within 30 days of such judgment or any Lien incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding; provided that -------- such judgment or award does not constitute an Event of Default under clause (5) of Section 501; (xiv) Liens on the real property of the Company or any Restricted Subsidiary which constitute minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other “bank products” similar purposes, or zoning or other restrictions as to the use of such real property, provided that all of the liens referred to in this clause (including those described xiv) in Sections 7.01(jthe aggregate -------- do not at any time materially detract from the value of such real property or materially impair its use in the operation of the business of the Company and its Subsidiaries; (xv) Liens on Property of the Company or a Restricted Subsidiary securing indebtedness or other obligations issued by the United States of America or any State thereof or any department, agency or instrumentality or political subdivision thereof, or by any 8 other country or any political subdivision thereof, for the purpose of financing all or any part of the purchase price of (or, in the case of real property, the cost of construction on or improvement of) any property or assets subject to such Liens (including, but not limited to, Liens incurred in connection with pollution control, industrial revenue or similar financings); and (xvi) any renewal, extension or replacement (in whole or in part) of any Lien permitted pursuant to exceptions (i), (ii), (iv), (v), (vii) and (w)); (23xv) Liens to secure above or of any refinancingindebtedness secured thereby, refunding, provided that such extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9) or (11), or succeeding clauses (24), (25), (28), (47), (49) or (50) of this definition or this clause (23); provided, however, that (x) such new Lien shall be limited to all or any part of the same property Property that secured the original Lien extended, renewed or replaced (plus improvements on such propertyProperty) and the principal amount of indebtedness secured thereby and not otherwise authorized by clauses (i), replacements (ii), (iv), (v), (vii) and (xv) shall not exceed the principal amount of indebtedness plus any premium or fee payable in connection with any such renewal, extension or replacement so secured at the time of such propertyrenewal, additions extension or replacement. "Person" means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. "Place of Payment", when used with respect to the Securities of any series, means the place or places where the principal of and accessions any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301. "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. "Property" means any asset or property of a Person, whether now owned or hereafter acquired, or any interest therein or any income or profits therefrom, including capital stock and indebtedness of Subsidiaries. "Receivables Subsidiary" means a special purpose wholly-owned Subsidiary created in connection with any transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey, grant a security interest in or otherwise transfer undivided percentage interests in its receivables. "Redemption Date", when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price", when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 9 "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301. "Responsible Officer", when used with respect to the Trustee, means the chairman or any vice-chairman of the board of directors, the chairman or any vice-chairman of the executive committee of the board of directors, the chairman of the trust committee, the president, any vice president, any assistant vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller or any assistant controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject "Restricted Subsidiary" means any Subsidiary of the Company (other than a Receivables Subsidiary or Sprint Capital) if (i) such Subsidiary has substantially all of its Property in the United States (other than its territories and possessions) and (ii) at the end of the most recent fiscal quarter of the Company preceding the date of determination, the aggregate amount, determined in accordance with generally accepted accounting principles consistently applied, of securities of, loans and advances to, and other investments in, such Subsidiary held by the Company and its other Subsidiaries, less any securities of, loans and advances to, and other investments in the Company and the Company's other Subsidiaries held by such Subsidiary or any of its Subsidiaries, exceeded 15% of the Company's Consolidated Net Tangible Assets. "Sale and Leaseback Transaction" means, with respect to the Company or a Restricted Subsidiary, any direct or indirect arrangement pursuant to which Property is sold or transferred by the Company or such Restricted Subsidiary, as the case may be, and is thereafter leased back from the purchaser or transferee thereof by the Company or such Restricted Subsidiary, as the case may be. "Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. "Securities Act" means the Securities Act of 1933 and any statute successor thereto, after-acquired property in each case as amended from time to time. "Security Register" and "Security Registrar" have the proceeds respective meanings specified in Section 305. "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307. 10 "Stated Maturity", when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and the products payable. "Subsidiary" means a corporation, partnership, limited liability company or other business organization, whether or not incorporated, a majority of the foregoing and customary security deposits in respect thereof andVoting Securities of which are owned, directly or indirectly, by the Company. "Trustee" means the Person named as the "Trustee" in the case first paragraph of multiple financings this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of equipment this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, "Trustee" as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in -------- ------- the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. "U.S. Government Obligations" has the meaning specified in Section 1304. "Vice President", when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "Vice President". "Voting Securities" of a Subsidiary means the stock or other ownership or equity interests, of whatever class or classes, the holders of which ordinarily have the power to vote for the election of the members of the board of directors, managers or trustees of such Subsidiary (other than stock or assets affixed other ownership or appurtenant thereto and additions and accessionsequity interests having such power only by reason of the happening of a contingency). SECTION 102.
Appears in 1 contract
Samples: Sprint Corp
Liens securing Indebtedness. owing by a Restricted Subsidiary to the Company or any wholly-owned Subsidiary of the Company; (iv) Liens on Property of any entity, or on the stock, indebtedness or other obligations of such entity, existing at the Borrower time (a) such entity becomes a Restricted Subsidiary, (b) such entity is merged into or consolidated with the Company or a Restricted Subsidiary Guarantor owing or (c) the Company or a Restricted Subsidiary acquires all or substantially all of the assets of such entity; provided that no such Lien -------- extends to any Loan Party permitted to be Incurred in accordance with Section 7.01other Property of the Company or any other Restricted Subsidiary; (11) Liens securing Swap Contracts Incurred in accordance with Section 7.01; (12v) Liens on specific items Property to secure any indebtedness incurred to provide funds for all or any part of inventory the cost of development of or other goods and proceeds of any Person securing improvements to such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goodsProperty; (13) leases, subleases, licenses, sublicenses, occupancy agreements or assignments of or in respect of real or personal property; (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases, Non-Finance Lease Obligations or consignments; (15) Liens in favor of the Borrower or any Subsidiary Guarantor; (16) (ivi) Liens on accounts receivable and related assets the Property of the type specified in Company or any of its Restricted Subsidiaries securing (a) nondelinquent performance of bids or contracts (other than for borrowed money, obtaining of advances or credit or the definition securing of “Receivables Financing” Incurred in connection with a Qualified Receivables Financingdebt), (iib) Liens securing Indebtedness or contingent obligations on surety and appeal bonds and (c) other nondelinquent obligations of any Receivables Subsidiary and (iii) Liens on accounts receivable and related assets Incurred pursuant to factoring arrangements entered into a like nature, in each case, incurred in the ordinary course of business; (17vii) deposits made Liens securing Capital Lease Obligations, provided that (a) any -------- such Lien attaches to the Property within 270 days after the acquisition thereof and (b) such Lien attaches solely to the Property so acquired; (viii) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other security funds, provided that such deposit account is not a dedicated -------- cash collateral account and is not subject to restrictions against access by the Company or such Restricted Subsidiary, as the case may be, in excess of those set forth by regulations promulgated by the ordinary course of business Federal Reserve Board and such deposit account is not intended by the Company or such Restricted Subsidiary to secure liability provide collateral to insurance carriers or under self-insurance arrangements in respect of such obligationsthe depository institution; (18ix) Liens on the Equity Interests of Unrestricted Subsidiariespledges or deposits under worker's compensation laws, unemployment insurance laws or similar legislation; (19x) grants of intellectual property, software statutory and other technology licenses; (20) judgment and attachment tax Liens for sums not giving rise to an Event of Default pursuant to Section 8.01(f), (g) yet due or (h) and notices of lis pendens and associated rights related to litigation delinquent or which are being contested or appealed in good faith by appropriate proceedings; (21xi) Liens arising out solely by operation of conditional salelaw, title retentionsuch as mechanics', consignment materialmen's, warehouseman's and carriers' Liens and Liens of landlords or similar arrangements for the sale of goods entered into mortgages of landlords, on fixtures and movable Property located on premises leased in the ordinary course of business; (22xii) Liens Incurred on personal Property, other than shares of stock or indebtedness of any Restricted Subsidiary, to secure Cash Management Services loans maturing not more than one year from the date of the creation thereof and on accounts receivable associated with a receivables financing program of the Company or any of its Restricted Subsidiaries; (xiii) any Lien created by or resulting from litigation or other proceeding against, or upon property of, the Company or any Restricted Subsidiary, or any lien for workmen's compensation awards or similar awards, so long as the finality of such judgment or award is being contested and execution thereon is stayed or such Lien relates to a final unappealable judgment which is satisfied within 30 days of such judgment or any Lien incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding; provided that -------- such judgment or award does not constitute an Event of Default under clause (5) of Section 501; (xiv) Liens on the real property of the Company or any Restricted Subsidiary which constitute minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other “bank products” similar purposes, or zoning or other restrictions as to the use of such real property, provided that all of the liens referred to in this clause (including those described xiv) in Sections 7.01(jthe aggregate -------- do not at any time materially detract from the value of such real property or materially impair its use in the operation of the business of the Company and its Subsidiaries; (xv) Liens on Property of the Company or a Restricted Subsidiary securing indebtedness or other obligations issued by the United States of America or any State thereof or any department, agency or instrumentality or political subdivision thereof, or by any other country or any political subdivision thereof, for the purpose of financing all or any part of the purchase price of (or, in the case of real property, the cost of construction on or improvement of) any property or assets subject to such Liens (including, but not limited to, Liens incurred in connection with pollution control, industrial revenue or similar financings); and (xvi) any renewal, extension or replacement (in whole or in part) of any Lien permitted pursuant to exceptions (i), (ii), (iv), (v), (vii) and (w)); (23xv) Liens to secure above or of any refinancingindebtedness secured thereby, refunding, provided that such extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9) or (11), or succeeding clauses (24), (25), (28), (47), (49) or (50) of this definition or this clause (23); provided, however, that (x) such new Lien shall be limited to all or any part of the same property Property that secured the original Lien extended, renewed or replaced (plus improvements on such propertyProperty) and the principal amount of indebtedness secured thereby and not otherwise authorized by clauses (i), replacements (ii), (iv), (v), (vii) and (xv) shall not exceed the principal amount of indebtedness plus any premium or fee payable in connection with any such renewal, extension or replacement so secured at the time of such propertyrenewal, additions and accessions thereto, after-acquired property and the proceeds and the products of the foregoing and customary security deposits in respect thereof and, in the case of multiple financings of equipment (extension or assets affixed or appurtenant thereto and additions and accessions)replacement.
Appears in 1 contract
Samples: Indenture (Sprint Capital Corp)
Liens securing Indebtedness. owing by a Restricted Subsidiary to the Guarantor or any wholly-owned Subsidiary of the Guarantor; (iv) Liens on Property of any entity, or on the stock, indebtedness or other obligations of such entity, existing at the Borrower time (a) such entity becomes a Restricted Subsidiary, (b) such entity is merged into or consolidated with the Guarantor or a Restricted Subsidiary or (c) the Guarantor owing or a Restricted Subsidiary acquires all or substantially all of the assets of such entity; provided that no such Lien extends to any Loan Party permitted to be Incurred in accordance with Section 7.01other Property of the Guarantor or any other Restricted Subsidiary; (11) Liens securing Swap Contracts Incurred in accordance with Section 7.01; (12v) Liens on specific items Property to secure any indebtedness incurred to provide funds for all or any part of inventory the cost of development of or other goods and proceeds of any Person securing improvements to such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goodsProperty; (13) leases, subleases, licenses, sublicenses, occupancy agreements or assignments of or in respect of real or personal property; (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases, Non-Finance Lease Obligations or consignments; (15) Liens in favor of the Borrower or any Subsidiary Guarantor; (16) (ivi) Liens on accounts receivable and related assets the Property of the type specified in Guarantor or any of its Restricted Subsidiaries securing (a) nondelinquent performance of bids or contracts (other than for borrowed money, obtaining of advances or credit or the definition securing of “Receivables Financing” Incurred in connection with a Qualified Receivables Financingdebt), (iib) Liens securing Indebtedness or contingent obligations on surety and appeal bonds and (c) other nondelinquent obligations of any Receivables Subsidiary and (iii) Liens on accounts receivable and related assets Incurred pursuant to factoring arrangements entered into a like nature, in each case, incurred in the ordinary course of business; (17vii) deposits made Liens securing Capital Lease Obligations, provided that (a) any such Lien attaches to the Property within 270 days after the acquisition thereof and (b) such Lien attaches solely to the Property so acquired; (viii) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other security funds, provided that such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Guarantor or such Restricted Subsidiary, as the case may be, in excess of those set forth by regulations promulgated by the ordinary course of business Federal Reserve Board and such deposit account is not intended by the Guarantor or such Restricted Subsidiary to secure liability provide collateral to insurance carriers or under self-insurance arrangements in respect of such obligationsthe depository institution; (18ix) Liens on the Equity Interests of Unrestricted Subsidiariespledges or deposits under worker's compensation laws, unemployment insurance laws or similar legislation; (19x) grants of intellectual property, software statutory and other technology licenses; (20) judgment and attachment tax Liens for sums not giving rise to an Event of Default pursuant to Section 8.01(f), (g) yet due or (h) and notices of lis pendens and associated rights related to litigation delinquent or which are being contested or appealed in good faith by appropriate proceedings; (21xi) Liens arising out solely by operation of conditional salelaw, title retentionsuch as mechanics', consignment materialmen's, warehouseman's and carriers' Liens and Liens of landlords or similar arrangements for the sale of goods entered into mortgages of landlords, on fixtures and movable Property located on premises leased in the ordinary course of business; (22xii) Liens Incurred on personal Property, other than shares of stock or indebtedness of any Restricted Subsidiary, to secure Cash Management Services loans maturing not more than one year from the date of the creation thereof and on accounts receivable associated with a receivables financing program of the Guarantor or any of its Restricted Subsidiaries; (xiii) any Lien created by or resulting from litigation or other proceeding against, or upon property of, the Guarantor or any Restricted Subsidiary, or any lien for workmen's compensation awards or similar awards, so long as the finality of such judgment or award is being contested and execution thereon is stayed or such Lien relates to a final unappealable judgment which is satisfied within 30 days of such judgment or any Lien incurred by the Guarantor or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding; provided that such judgment or award does not constitute an Event of Default under clause (5) of Section 501; (xiv) Liens on the real property of the Guarantor or a Restricted Subsidiary which constitute minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other “bank products” similar purposes, or zoning or other restrictions as to the use of such real property, provided that all of the liens referred to in this clause (including those described xiv) in Sections 7.01(jthe aggregate do not at any time materially detract from the value of such real property or materially impair its use in the operation of the business of the Guarantor and its Subsidiaries; (xv) Liens on Property of the Guarantor or a Restricted Subsidiary securing indebtedness or other obligations issued by the United States of America or any State thereof or any department, agency or instrumentality or political subdivision thereof, or by any other country or any political subdivision thereof, for the purpose of financing all or any part of the purchase price of (or, in the case of real property, the cost of construction on or improvement of) any property or assets subject to such Liens (including, but not limited to, Liens incurred in connection with pollution control, industrial revenue or similar financings); and (xvi) any renewal, extension or replacement (in whole or in part) of any Lien permitted pursuant to exceptions (i), (ii), (iv), (v), (vii) and (w)); (23xv) Liens to secure above or of any refinancingindebtedness secured thereby, refunding, provided that such extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9) or (11), or succeeding clauses (24), (25), (28), (47), (49) or (50) of this definition or this clause (23); provided, however, that (x) such new Lien shall be limited to all or any part of the same property Property that secured the original Lien extended, renewed or replaced (plus improvements on such propertyProperty) and the principal amount of indebtedness secured thereby and not otherwise authorized by clauses (i), replacements (ii), (iv), (v), (vii) and (xv) shall not exceed the principal amount of indebtedness plus any premium or fee payable in connection with any such renewal, extension or replacement so secured at the time of such propertyrenewal, additions and accessions thereto, after-acquired property and the proceeds and the products of the foregoing and customary security deposits in respect thereof and, in the case of multiple financings of equipment (extension or assets affixed or appurtenant thereto and additions and accessions)replacement.
Appears in 1 contract
Samples: Sprint Capital Corp
Liens securing Indebtedness. or other obligations of the Borrower or a Restricted Subsidiary Guarantor owing to any Loan Party permitted to be Incurred in accordance with Section 7.01the Issuer, Holdings or another Restricted Subsidiary; -22- (1112) Liens securing Swap Contracts Incurred in accordance with Section 7.01Hedging Obligations; (1213) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances K]jkgf k][mjaf_ km[` K]jkgfzk gZda_Ylagfk af j]kh][l g^ ZYfc]jkz Y[[]hlYf[]k* ZYfc guarantees or trade letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (1314) leases, subleases, licenses, licenses or sublicenses, occupancy agreements grants or assignments permits (including of or in respect of real or personal propertyintellectual property and software); (1415) Liens arising from Uniform Commercial Code (or equivalent statute or equivalent filings, registrations or agreements in foreign jurisdictions) financing statement filings regarding operating leases, Non-Finance Lease Obligations accounts or consignmentsconsignments not prohibited by this Indenture; (1516) Liens in favor of the Borrower Issuer or any Subsidiary Guarantor; (16) (i17) Liens on accounts receivable and related assets equipment of the type specified in the definition Issuer or any of “Receivables Financing” Incurred in connection with a Qualified Receivables Financing, (ii) Liens securing Indebtedness or other obligations of any Receivables Subsidiary and (iii) Liens on accounts receivable and related assets Incurred pursuant to factoring arrangements entered into its Restricted Subsidiaries granted in the ordinary course of business; (17) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers or under self-insurance arrangements in respect of such obligations; (18) Liens on the Equity Interests of Unrestricted Subsidiaries; (19) grants of intellectual property, software and other technology licenses; (20) judgment and attachment Liens not giving rise to an Event of Default pursuant to Section 8.01(f), (g) or (h) and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings; (21) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; (22) Liens Incurred to secure Cash Management Services and other “bank products” (including those described in Sections 7.01(j) and (w)); (23) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancingsrefinancing, refundingsrefunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien Xxxx referred to in the foregoing clauses (6), (7), (8), (9) or and (1110), or succeeding clauses (24), (25), (28), (47), (49) or (50) of this definition or this clause (23)18) and clauses (29) and (30) below; provided, however, provided that (xa) such new Lien shall be limited to all or part of the same property and assets that secured the original Lien (plus improvements on such property, any replacements of such property, property or assets and additions and accessions thereto, after-acquired property subject to such Liens, and the proceeds and the products of the foregoing thereof and customary security deposits in respect thereof), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount of the Indebtedness (including any Increased Amount) at the time of such refinancing, refunding, extension, renewal or replacement, and (ii) an amount necessary to pay any costs, fees and expenses, including premiums, tender offer premiums and consent payments, and accrued and unpaid interest related to such refinancing, refunding, extension, renewal or replacement; (19) deposits made in the ordinary course of business to secure liability to insurance carriers; (20) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(a)(5); (21) Liens 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 in the ordinary course of business; (22) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage -23- accounts incurred in the ordinary course of business, and (iii) in favor of banking or other financial institutions or other electronic payment service arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking or finance industry; (23) Liens deemed to exist in connection with Investments in repurchase agreements; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; (24) 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; (25) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; (26) Liens on the Equity Interests of Unrestricted Subsidiaries or Foreign Subsidiaries that secure Indebtedness of such Unrestricted Subsidiaries or Foreign Subsidiaries; (27) any encumbrance or restriction (including purchase options, put and call arrangements or similar rights) with respect to capital stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement and rights of first refusal and tag, drag and similar rights in joint venture agreements or similar arrangement pursuant to any joint venture or similar agreement; (28) Liens on property or assets used to defease or to irrevocably satisfy and discharge Indebtedness; (29) Liens securing (i) Indebtedness and Obligations in respect thereof andunder Credit Facilities, including any letter of credit relating thereto; provided that immediately after giving effect to any such incurrence, the then outstanding aggregate principal amount of all such Indebtedness secured by under this clause (29) does not exceed an amount equal to the sum of (x) $2,500 million plus (y) the maximum principal amount of Indebtedness that could be incurred such that giving effect to such incurrence, the Consolidated Secured Debt Ratio does not exceed 4.50 to 1.00 after giving Pro Forma Effect to the incurrence of such Indebtedness and the application of the net proceeds therefrom), in each case in this clause (y) with the case calculation of multiple financings such Consolidated Secured Debt Ratio excluding any concurrent incurrence under clause (x) above; and (ii) Indebtedness and Obligations in respect thereof (x) under Hedging Obligations entered into for bona fide hedging purposes and not for speculation and (y) in respect of equipment (or assets affixed or appurtenant thereto and additions and accessions)treasury
Appears in 1 contract
Samples: Intercontinental Exchange, Inc.
Liens securing Indebtedness. owing by any Subsidiary to the Borrower, any other Loan Party, or a Significant Subsidiary; (c) Liens on assets of any Person existing at the time such Person becomes a Subsidiary; (d) Liens on assets existing at the time of acquisition thereof; provided, that such Lien shall not extend to any other obligations property of the Borrower, any other Loan Party, or a Significant Subsidiary; (e) Liens to secure indebtedness incurred or guaranteed by the Borrower or a Subsidiary Guarantor owing to finance the purchase price of land, buildings or equipment, or improvements to or construction of land, buildings, or equipment, which indebtedness is incurred or guaranteed prior to, at the time of, or within 180 days after such acquisition (or in the case of real property, completion of such improvement or construction or commencement of full operation of such property, whichever is later); provided that such Lien shall extend only to the asset to be acquired or improved with such financing; (f) Liens on any assets of a Person existing at the time such Person is merged into or consolidated with a Loan Party or a Significant Subsidiary; provided, that such Lien shall not extend to any other property of any Loan Party permitted to be Incurred in accordance with Section 7.01or a Significant Subsidiary; (11g) Liens securing Swap Contracts Incurred in accordance with Section 7.01; (12) Liens easements, zoning restrictions, encroachments, rights-of-way, leases, subleases and similar encumbrances on specific items of inventory real property imposed by law or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into arising in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goodsthat do not secure any monetary obligations; (13h) leasesstatutory, subleasescommon law and contractual rights of set-off and other similar rights as to deposits of cash, licensessecurities and other financial assets in favor of banks, sublicenses, occupancy agreements or assignments of or in respect of real or personal propertyother depositary institutions and brokerage institutions; (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases, Non-Finance Lease Obligations or consignments; (15i) Liens in favor of the Borrower or any Subsidiary Guarantor; (16) (i) Liens on accounts receivable customs and related assets revenue authorities arising as a matter of the type specified in the definition law to secure payment of “Receivables Financing” Incurred customs duties in connection with a Qualified Receivables Financing, (ii) Liens securing Indebtedness the importation or other obligations exportation of any Receivables Subsidiary and (iii) Liens on accounts receivable and related assets Incurred pursuant to factoring arrangements entered into goods in the ordinary course of business; (17) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers or under self-insurance arrangements in respect of such obligations; (18j) Liens on the Equity Interests that are contractual rights of Unrestricted Subsidiaries; (19) grants of intellectual property, software and other technology licenses; (20) judgment and attachment Liens not giving rise to an Event of Default pursuant to Section 8.01(f), (g) or (h) and notices of lis pendens and associated rights related to litigation being contested set-off contained in good faith by appropriate proceedings; (21) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods purchase orders entered into with customers in the ordinary course of business; (22k) Liens Incurred to secure Cash Management Services arising on the subject property under non-exclusive licensing agreements and other “bank products” leases (including those described in Sections 7.01(jsub-leases) entered into by any Loan Party or any Subsidiary as licensor or lessor but not securing any Indebtedness and (w))not materially interfering with the conduct of the business of the Borrower or any Subsidiary; (23l) Liens for Taxes not delinquent or which are being contested in good faith by appropriate proceedings and for which any reserves required by GAAP have been established; (m) Liens arising in connection with Capital Leases; provided that no such Lien shall extend to secure or cover any refinancing, refunding, extension, renewal assets other than the assets subject to the applicable Capital Leases; (n) Liens on any assets in favor of the United States of America or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a wholeany State thereof, or in part, favor of any Indebtedness secured by other country, or political subdivision thereof and created to secure (i) payments pursuant to any Lien referred to in the foregoing clauses (6), (7), (8), (9) contract or statute; or (11), ii) any indebtedness incurred or succeeding clauses guaranteed by a Loan Party or any Significant Subsidiary to finance the purchase price (24), (25), (28), (47), (49) or (50) of this definition or this clause (23); provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property, replacements of such property, additions and accessions thereto, after-acquired property and the proceeds and the products of the foregoing and customary security deposits in respect thereof and, in the case of multiple financings real property, the cost of equipment construction) of the assets subject to any such Lien (including, but not limited to, Liens incurred in connection with pollution control, industrial revenue, or assets affixed or appurtenant thereto and additions and accessionssimilar finances); 17
Appears in 1 contract
Samples: Execution Copy Credit Agreement (Universal Corp /Va/)
Liens securing Indebtedness. or other obligations of the Borrower or a Subsidiary Guarantor owing to any Loan Party permitted to be Incurred in accordance with Section 7.01; (11) Liens securing Swap Contracts Incurred in accordance with Section 7.01; (12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (13) leases, subleases, licenses, sublicenses, occupancy agreements or assignments of or in respect of real or personal property; (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases, Non-Finance Lease Obligations or consignments; (15) Liens in favor of the Borrower or any Subsidiary Guarantor; (16) (i) Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” Incurred in connection with a Qualified Receivables Financing, (ii) Liens securing Indebtedness or other obligations of any Receivables Subsidiary and (iii) Liens on accounts receivable and related assets Incurred pursuant to factoring arrangements entered into in the ordinary course of business; (17) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers or under self-insurance arrangements in respect of such obligations; (18) Liens on the Equity Interests of Unrestricted Subsidiaries; (19) grants of intellectual property, software and other technology licenses; (20) judgment and attachment Liens not giving rise to an Event of Default pursuant to Section 8.01(f), (g) or (h) and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings; (21) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; (22) Liens Incurred to secure Cash Management Services and other “bank products” (including those described in Sections 7.01(j) and (w)); (23) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9) or (11), or succeeding clauses (24), (25), (28), (47), (4950) or (5051) of this definition or this clause (23); provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property, replacements of such property, additions and accessions thereto, after-acquired property and the proceeds and the products of the foregoing and customary security deposits in respect thereof and, in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions)) provided by any
Appears in 1 contract
Samples: Credit Agreement (V2X, Inc.)
