CPRT » Topics » 7.01 Liens

This excerpt taken from the CPRT 8-K filed Mar 7, 2008.
7.01        Liens.  Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:  (a) Liens in favor of the Lender or any Affiliate thereof; (b) Liens existing on the date hereof and listed on Schedule 7.01 to the Disclosure Letter and any renewals or extensions thereof, provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes, assessments or governmental charges or levies not yet due, 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 in accordance with GAAP; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 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 in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business, including with respect to agreements providing for indemnification, adjustment of purchase price, earnest money or similar obligations in connection with any Acquisition or Disposition undertaken in compliance with the terms of this Agreement; (g) statutory, common law or contractual Liens of landlords, any interest of title of a lessor or sublessor or of a lessee or sublessee under any lease of real estate, and easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing Indebtedness permitted under Section 7.03(d) in respect of capital leases and purchase money obligations for fixed or capital assets; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (along with assessions thereto, replacements thereof and proceeds (including insurance proceeds) thereof, and (ii) the Indebtedness secured thereby does not exceed the cost of the property being acquired on the date of acquisition; (i) Liens on specific tangible assets (including real estate, but not including inventory and other current assets) acquired in any Permitted Acquisitions after the date of this Agreement; provided, however, that (i) such Liens existed at the time of such Permitted Acquisition and were not created in anticipation thereof, (ii) any such Lien does not by its terms cover any assets after the time of such Permitted Acquisition which were not covered immediately prior thereto, and (iii) any such Lien does not by its terms secure any Indebtedness other than Indebtedness existing immediately prior to the time of such Permitted Acquisition; (j) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments; (k) Liens (not securing Indebtedness) of depository institutions and securities intermediaries (including rights of setoff and similar rights) with respect to deposit accounts or securities accounts; (l) Liens on insurance proceeds securing the payment of financed insurance premiums; (m) customary Liens granted in favor of a trustee to secure fees and other amounts owing to such trustee under an indenture or other agreement pursuant to which Indebtedness permitted by Section 7.02 is issued; (n) any interest of title of a lessor under, and Liens evidenced by UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases; (o) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; and (p) other Liens securing obligations not prohibited by this Agreement in an aggregate amount not exceeding at any time outstanding 2.5% of Consolidated Total Assets as of the end of the fiscal quarter most recently ended for which financial statements have been delivered.


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