Lien Restriction. Each Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to be created, assumed or incurred or to exist, any Lien upon any of such Person's Property, whether now owned or hereafter acquired, other than the following Liens ("Excepted Liens"): (a) Liens created pursuant to this Agreement or any other Loan Document; (b) statutory Liens for taxes or other assessments that are not yet delinquent (or that, if delinquent, are being contested in good faith by appropriate proceedings and for which the Borrowers or their Subsidiaries have set aside on their books adequate reserves in accordance with GAAP consistently applied); (c) Liens imposed by law which were incurred in the ordinary course of business, such as carriers', warehousemen's and mechanics' liens, statutory landlord's liens and other similar liens arising in the ordinary course of business, and (x) which do not in the aggregate Materially detract from the value of such Property or Materially impair the use thereof in the operation of the business of any Borrower or its Subsidiaries or (y) which are being contested in good faith by (d) Liens on any real property which do not secure Indebtedness and do not in the aggregate Materially detract from the value of such Property or Materially impair the use thereof in the operation of the business of any Borrower or its Subsidiaries; (e) Liens existing on the Execution Date and listed on Schedule 6.02, without giving effect to any subsequent extensions or renewals thereof; (f) Liens on cash and Cash Equivalents in an aggregate amount not to exceed $500,000.00 to secure performance of bids, trade contracts, leases and other similar obligations incurred in the ordinary course of business; (g) Liens securing any purchase money Indebtedness or Capital Leases allowed under Section 6.01(e) on the property or assets acquired in connection with the incurrence of such purchase money Indebtedness; (h) Liens on Property of the Person acquired as contemplated under Section 6.01(h) to secure Indebtedness permitted by Section 6.01(h); and (i) Liens upon any Property hereafter acquired by the Parent or any of its Subsidiaries to secure Indebtedness in existence on the date of such acquisition (but not incurred or created in connection with such acquisition), which indebtedness is assumed by such Person simultaneously with such acquisition, which Liens extend only to the Property so acquired and which is otherwise non-recourse to the Parent and its Subsidiaries.
Appears in 1 contract
Lien Restriction. Each The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to be created, assumed or incurred or to exist, any Lien upon any of such Person's Propertyproperty or assets, whether now owned or hereafter acquired, acquired other than the following Liens ("Excepted Liens"):
(a) Liens created pursuant to this Agreement or any other Loan Document;
(b) royalties, overriding royalties, reversionary interests, production payments and similar burdens with respect to the Borrower's or its Subsidiaries Oil and Gas Properties to the extent such burdens do not reduce the Borrower's net interests in production in its Oil and Gas Properties below the interests reflected in each Reserve Report or the interests HOU04:43581.4 warranted under this Agreement, the Existing Mortgage or the New Mortgage and do not operate to deprive the Borrower or its Subsidiaries of any material rights in respect of its assets or properties (except for rights customarily granted with respect to such interests);
(c) statutory Liens liens, including liens for taxes or other assessments that are not yet delinquent (or that, if delinquent, are being contested in good faith by appropriate proceedings and for which the Borrowers Borrower or their its Subsidiaries have set aside on their books adequate reserves in accordance with GAAP generally accepted accounting principles consistently applied);
(cd) easements, rights of way, servitudes, permits, surface leases and other rights in respect to surface operations, pipelines, grazing, logging, canals, ditches, reservoirs or the like, conditions, covenants and other restrictions, and easements of streets, alleys, highways, pipelines, telephone lines, power lines, railways and other easements and rights of way on, over or in respect of the Borrower's or its Subsidiaries' assets or properties;
(e) materialmen's, mechanic's, repairman's, contractor's, sub-contractor's, operator's and other Liens imposed incidental to the construction, maintenance, development or operation of the Borrower's or its Subsidiaries' assets or properties to the extent not delinquent (or which, if delinquent, are being contested in good faith by law appropriate proceedings and for which the Borrower or its Subsidiaries have set aside on their books adequate reserves in accordance with generally accepted accounting principles consistently applied);
(f) all contracts, agreements and instruments, and all defects and irregularities and other matters affecting the Borrower's or its Subsidiaries' assets and properties which were incurred in existence at the time such assets and properties were originally acquired by such Person and all routine operational agreements entered into in the ordinary course of business, such as carriers'which contracts, warehousemenagreements, instruments, defects, irregularities and other matters and routine operational agreements do not reduce the Borrower's net interest in production in its Oil and mechanicsGas Properties below the interests reflected in each Reserve Report or the interests warranted under this Agreement, the Existing Mortgage or the New Mortgage and do not interfere materially with the operation, value or use of the Borrower's or its Subsidiaries' liens, statutory assets and properties;
(g) landlord's liens and other similar liens arising in the ordinary course of businesssecuring obligations that are not yet delinquent (or that, and (x) which do not in the aggregate Materially detract from the value of such Property or Materially impair the use thereof in the operation of the business of any Borrower or its Subsidiaries or (y) which if delinquent, are being contested in good faith by
(d) Liens on any real property by appropriate proceedings and for which do not secure Indebtedness and do not in the aggregate Materially detract from the value of such Property or Materially impair the use thereof in the operation of the business of any Borrower or its Subsidiaries;
(e) Liens existing Subsidiaries have set aside on the Execution Date and listed on Schedule 6.02, without giving effect to any subsequent extensions or renewals thereof;
(f) Liens on cash and Cash Equivalents their books adequate reserves in an aggregate amount not to exceed $500,000.00 to secure performance of bids, trade contracts, leases and other similar obligations incurred in the ordinary course of business;
(g) Liens securing any purchase money Indebtedness or Capital Leases allowed under Section 6.01(e) on the property or assets acquired in connection accordance with the incurrence of such purchase money Indebtednessgenerally accepted accounting principles consistently applied);
(h) Liens in connection with workmen's compensation, unemployment insurance or other social security, old age pension or public HOU04:43581.4 liability obligations that are not yet delinquent (or that, if delinquent, are being contested in good faith by appropriate proceedings and for which the Borrower or its Subsidiaries have set aside on Property of the Person acquired as contemplated under Section 6.01(h) to secure Indebtedness permitted by Section 6.01(htheir books adequate reserves in accordance with generally accepted accounting principles consistently applied); and;
(i) Liens upon any Property hereafter acquired securing purchase money Indebtedness permitted under Section 6.01(c) but only to the extent such Liens cover the equipment or other similar items purchased or leased;
(j) Liens in favor of the trustee under Section 7.07 of the Bond Indenture;
(k) Lien in favor of Compass Bank-San Antonio covering certain real property in Comal County, Texas described in that certain Real Estate Lien Note, dated December 28, 1995, issued by the Parent Borrower, in the principal amount of $238,500, to the extent the Lien secures such Real Estate Lien Note;
(l) Liens on any assets of any Subsidiary in favor of the Borrower or any the Guarantor;
(m) Liens in favor of its Subsidiaries the Frost National Bank ("Frost") on various certificates of deposits issued by Frost to secure Indebtedness the Borrower in existence on the date an original principal amount of such acquisition (but not incurred or created in connection with such acquisition), which indebtedness is assumed by such Person simultaneously with such acquisition$60,000, which Liens extend secure Indebtedness of the Borrower to Frost pursuant to the letters of credit issued by Frost for the benefit of the Borrower that are described on Schedule 6.01;
(n) Any Lien reserved in a lease or farmout agreement to secure the payment of rents or royalties or other obligations under such farmout agreement or lease, but only to the extent that any such Lien referred to in this clause secures obligations not yet delinquent (or that, if delinquent, are being contested in good faith by appropriate proceedings and for which the Borrower or its Subsidiaries have set aside on their books adequate reserves in accordance with generally accepted accounting principles consistently applied) and encumbers the Property so acquired covered by such lease or farmout agreement and does not materially impair (i) the use of the Property covered by such Lien for the purposes for which such Property is otherwise non-recourse held by the Borrower or any Subsidiary, or (ii) the value of the Property subject thereto; and
(o) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Parent and its SubsidiariesBorrower or any Subsidiary on deposit with or in possession of such bank.
Appears in 1 contract
Lien Restriction. Each The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to be created, assumed or incurred or to exist, any Lien upon any of such Personthe Borrower's PropertyProperties, whether now owned or hereafter acquired, acquired other than the following Liens ("Excepted LiensEXCEPTED LIENS"):
(a) Liens created pursuant to this Agreement or any other Loan Document;
(b) Liens created pursuant to any of the Revolving Loan Documents;
(c) Liens in favor of the trustee under Section 7.07 of the Indenture;
(d) royalties, overriding royalties, reversionary interests, production payments and similar burdens with respect to the Borrower's Oil and Gas Properties to the extent such burdens do not reduce the Borrower's net interests in production in its Oil and Gas Properties below the interests reflected in each Reserve Report or the interests warranted under this Agreement and the Acquisition Mortgage, and do not operate to deprive the Borrower or its Subsidiaries of any material rights in respect of its assets or properties (except for rights customarily granted with respect to such interests);
(e) statutory Liens liens, including liens for taxes or other assessments that are not yet delinquent (or that, if delinquent, are being contested in good faith by appropriate proceedings and for which the Borrowers Borrower has set aside on their books adequate reserves in accordance with generally accepted accounting principles consistently applied);
(f) easements, rights of way, servitudes, permits, surface leases and other rights in respect to surface operations, pipelines, grazing, logging, canals, ditches, reservoirs or their the like, conditions, covenants and other restrictions, and easements of streets, alleys, highways, pipelines, telephone lines, power lines, railways and other easements and rights of way on, over or in respect of the Borrower's Properties;
(g) materialmen's, mechanic's, repairman's, contractor's, sub- contractor's, operator's and other Liens incidental to the construction, maintenance, development or operation of the Borrower's Properties to the extent not delinquent (or which, if delinquent, are being contested in good faith by appropriate proceedings and for which the Borrower has set aside on its books adequate reserves in accordance with generally accepted accounting principles consistently applied);
(h) all contracts, agreements and instruments, and all defects and irregularities and other matters affecting the Borrower's Properties which were in existence at the time such Properties were originally acquired by the Borrower and all routine operational agreements entered into in the ordinary course of business, which contracts, agreements, instruments, defects, irregularities and other matters and routine operational agreements do not reduce the Borrower's net interest in production in its Oil and Gas Properties below the interests reflected in each Reserve Report or the interests warranted under this Agreement or the Acquisition Mortgage and do not interfere materially with the operation, value or use of the Borrower's Properties;
(i) landlord's liens securing obligations that are not yet delinquent (or that, if delinquent, are being contested in good faith by appropriate proceedings and for which the Borrower has set aside on its books adequate reserves in accordance with generally accepted accounting principles consistently applied);
(j) Liens in connection with workmen's compensation, unemployment insurance or other social security, old age pension or public liability obligations that are not yet delinquent (or that, if delinquent, are being contested in good faith by appropriate proceedings and for which the Borrower or its Subsidiaries have set aside on their books adequate reserves in accordance with GAAP generally accepted accounting principles consistently applied);
(c) Liens imposed by law which were incurred in the ordinary course of business, such as carriers', warehousemen's and mechanics' liens, statutory landlord's liens and other similar liens arising in the ordinary course of business, and (x) which do not in the aggregate Materially detract from the value of such Property or Materially impair the use thereof in the operation of the business of any Borrower or its Subsidiaries or (y) which are being contested in good faith by
(d) Liens on any real property which do not secure Indebtedness and do not in the aggregate Materially detract from the value of such Property or Materially impair the use thereof in the operation of the business of any Borrower or its Subsidiaries;
(e) Liens existing on the Execution Date and listed on Schedule 6.02, without giving effect to any subsequent extensions or renewals thereof;
(f) Liens on cash and Cash Equivalents in an aggregate amount not to exceed $500,000.00 to secure performance of bids, trade contracts, leases and other similar obligations incurred in the ordinary course of business;
(g) Liens securing any purchase money Indebtedness or Capital Leases allowed under Section 6.01(e) on the property or assets acquired in connection with the incurrence of such purchase money Indebtedness;
(h) Liens on Property of the Person acquired as contemplated under Section 6.01(h) to secure Indebtedness permitted by Section 6.01(h); and
(i) Liens upon any Property hereafter acquired by the Parent or any of its Subsidiaries to secure Indebtedness in existence on the date of such acquisition (but not incurred or created in connection with such acquisition), which indebtedness is assumed by such Person simultaneously with such acquisition, which Liens extend only to the Property so acquired and which is otherwise non-recourse to the Parent and its Subsidiaries.
Appears in 1 contract
Lien Restriction. Each The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to be created, assumed or incurred or to exist, any Lien upon any of such Person's Propertyproperty or assets, whether now owned or hereafter acquired, acquired other than the following Liens ("Excepted LiensEXCEPTED LIENS"):
(a) Liens created pursuant to this Agreement or any other Loan Document;
(b) Liens created pursuant to any of the Acquisition Loan Documents;
(c) Liens in favor of the trustee under Section 7.07 of the Indenture;
(d) royalties, overriding royalties, reversionary interests, production payments and similar burdens with respect to the Borrower's or its Subsidiaries' Oil and Gas Properties to the extent such burdens do not reduce the Borrower's net interests in production in its Oil and Gas Properties below the interests reflected in each Reserve Report or the interests warranted under this Agreement, the Mortgage and the Acquisition Mortgage, and do not operate to deprive the Borrower or its Subsidiaries of any material rights in respect of its assets or properties (except for rights customarily granted with respect to such interests);
(e) statutory Liens liens, including liens for taxes or other assessments that are not yet delinquent (or that, if delinquent, are being contested in good faith by appropriate proceedings and for which the Borrowers Borrower or their its Subsidiaries have set aside on their books adequate reserves in accordance with GAAP generally accepted accounting principles consistently applied);
(cf) easements, rights of way, servitudes, permits, surface leases and other rights in respect to surface operations, pipelines, grazing, logging, canals, ditches, reservoirs or the like, conditions, covenants and other restrictions, and easements of streets, alleys, highways, pipelines, telephone lines, power lines, railways and other easements and rights of way on, over or in respect of the Borrower's or its Subsidiaries' Properties;
(g) materialmen's, mechanic's, repairman's, contractor's, sub- contractor's, operator's and other Liens imposed incidental to the construction, maintenance, development or operation of the Borrower's or its Subsidiaries' Properties to the extent not delinquent (or which, if delinquent, are being contested in good faith by law appropriate proceedings and for which the Borrower or its Subsidiaries have set aside on their books adequate reserves in accordance with generally accepted accounting principles consistently applied);
(h) all contracts, agreements and instruments, and all defects and irregularities and other matters affecting the Borrower's or its Subsidiaries' Properties which were incurred in existence at the time such Properties were originally acquired by such Person and all routine operational agreements entered into in the ordinary course of business, such as carriers'which contracts, warehousemenagreements, instruments, defects, irregularities and other matters and routine operational agreements do not reduce the Borrower's net interest in production in its Oil and mechanicsGas Properties below the interests reflected in each Reserve Report or the interests warranted under this Agreement, the Mortgage, or the Acquisition Mortgage and do not interfere materially with the operation, value or use of the Borrower's or its Subsidiaries' liens, statutory Properties;
(i) landlord's liens and other similar liens arising in the ordinary course of businesssecuring obligations that are not yet delinquent (or that, and (x) which do not in the aggregate Materially detract from the value of such Property or Materially impair the use thereof in the operation of the business of any Borrower or its Subsidiaries or (y) which if delinquent, are being contested in good faith by
(d) Liens on any real property by appropriate proceedings and for which do not secure Indebtedness and do not in the aggregate Materially detract from the value of such Property or Materially impair the use thereof in the operation of the business of any Borrower or its SubsidiariesSubsidiaries have set aside on their books adequate reserves in accordance with generally accepted accounting principles consistently applied);
(ej) Liens existing on the Execution Date and listed on Schedule 6.02, without giving effect to any subsequent extensions or renewals thereof;
(f) Liens on cash and Cash Equivalents in an aggregate amount not to exceed $500,000.00 to secure performance of bids, trade contracts, leases and other similar obligations incurred in the ordinary course of business;
(g) Liens securing any purchase money Indebtedness or Capital Leases allowed under Section 6.01(e) on the property or assets acquired in connection with workmen's compensation, unemployment insurance or other social security, old age pension or public liability obligations that are not yet delinquent (or that, if delinquent, are being contested in good faith by appropriate proceedings and for which the incurrence of such purchase money Indebtedness;
(h) Liens Borrower or its Subsidiaries have set aside on Property of the Person acquired as contemplated under Section 6.01(h) to secure Indebtedness permitted by Section 6.01(htheir books adequate reserves in accordance with generally accepted accounting principles consistently applied); and
(ik) rights reserved to or vested in any municipality, governmental, statutory or other public authority to control or regulate the Borrower's Properties in any manner, and all applicable laws, rules and orders from any Governmental Authority; PROVIDED, HOWEVER, that the definition of the term "Excepted Liens" does not include Liens upon of any Property hereafter acquired kind or character which are prior by perfection to the Parent or any of its Subsidiaries to secure Indebtedness in existence Liens on the date Mortgaged Property under the Security Documents, or which may, by operation of law, become prior to such acquisition (but not incurred or created in connection with such acquisition), which indebtedness is assumed by such Person simultaneously with such acquisition, which Liens extend only to under the Property so acquired and which is otherwise non-recourse to the Parent and its SubsidiariesSecurity Documents.
Appears in 1 contract
Lien Restriction. Each The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to be created, assumed or incurred or to exist, any Lien upon any of such Person's Propertyproperty or assets, whether now owned or hereafter acquired, acquired other than the following Liens ("Excepted Liens"):
(a) Liens created pursuant to this Agreement or any other Loan Document;,
(b) royalties, overriding royalties, reversionary interests, production payments and similar burdens with respect to the Borrower's or its Subsidiaries Oil and Gas Properties to the extent such burdens do not reduce the Borrower's net interests in production in its Oil and Gas Properties below the interests reflected in each Reserve Report or the interests warranted under this HOU04:37909.7 Agreement or the Mortgage and do not operate to deprive the Borrower or its Subsidiaries of any material rights in respect of its assets or properties (except for rights customarily granted with respect to such interests);
(c) statutory Liens liens, including liens for taxes or other assessments that are not yet delinquent (or that, if delinquent, are being contested in good faith by appropriate proceedings and for which the Borrowers Borrower or their its Subsidiaries have set aside on their books adequate reserves in accordance with GAAP generally accepted accounting principles consistently applied);
(cd) easements, rights of way, servitudes, permits, surface leases and other rights in respect to surface operations, pipelines, grazing, logging, canals, ditches, reservoirs or the like, conditions, covenants and other restrictions, and easements of streets, alleys, highways, pipelines, telephone lines, power lines, railways and other easements and rights of way on, over or in respect of the Borrower's or its Subsidiaries' assets or properties;
(e) materialmen's, mechanic's, repairman's, contractor's, sub-contractor's, operator's and other Liens imposed incidental to the construction, maintenance, development or operation of the Borrower's or its Subsidiaries' assets or properties to the extent not delinquent (or which, if delinquent, are being contested in good faith by law appropriate proceedings and for which the Borrower or its Subsidiaries have set aside on their books adequate reserves in accordance with generally accepted accounting principles consistently applied); and
(f) all contracts, agreements and instruments, and all defects and irregularities and other matters affecting the Borrower's or its Subsidiaries' assets and properties which were incurred in existence at the time such assets and properties were originally acquired by such Person and all routine operational agreements entered into in the ordinary course of business, such as carriers'which contracts, warehousemenagreements, instruments, defects, irregularities and other matters and routine operational agreements do not reduce the Borrower's net interest in production in its Oil and mechanicsGas Properties below the interests reflected in each Reserve Report or the interests warranted under this Agreement or the Mortgage and do not interfere materially with the operation, value or use of the Borrower's or its Subsidiaries' liens, statutory assets and properties;
(g) landlord's liens and other similar liens arising in the ordinary course of businesslien securing obligations that are not yet delinquent (or that, and (x) which do not in the aggregate Materially detract from the value of such Property or Materially impair the use thereof in the operation of the business of any Borrower or its Subsidiaries or (y) which if delinquent, are being contested in good faith by
(d) Liens on any real property by appropriate proceedings and for which do not secure Indebtedness and do not in the aggregate Materially detract from the value of such Property or Materially impair the use thereof in the operation of the business of any Borrower or its SubsidiariesSubsidiaries have set aside on their books adequate reserves in accordance with generally accepted accounting principles consistently applied);
(e) Liens existing on the Execution Date and listed on Schedule 6.02, without giving effect to any subsequent extensions or renewals thereof;
(f) Liens on cash and Cash Equivalents in an aggregate amount not to exceed $500,000.00 to secure performance of bids, trade contracts, leases and other similar obligations incurred in the ordinary course of business;
(g) Liens securing any purchase money Indebtedness or Capital Leases allowed under Section 6.01(e) on the property or assets acquired in connection with the incurrence of such purchase money Indebtedness;
(h) Liens on Property of the Person acquired as contemplated under Section 6.01(h) to secure Indebtedness permitted by Section 6.01(h); and
(i) Liens upon any Property hereafter acquired by the Parent or any of its Subsidiaries to secure Indebtedness in existence on the date of such acquisition (but not incurred or created in connection with such acquisition), which indebtedness is assumed by such Person simultaneously with such acquisition, which Liens extend only to the Property so acquired and which is otherwise non-recourse to the Parent and its Subsidiaries.
Appears in 1 contract
Lien Restriction. Each The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to be created, assumed or incurred or to exist, any Lien upon any of such Person's Property, whether now owned or hereafter acquired, other than the following Liens ("Excepted Liens"):
(a) Liens created pursuant to this Agreement or any other Loan Document;
(b) statutory Liens liens for taxes or other assessments that are not yet delinquent (or that, if delinquent, are being contested in good faith by appropriate proceedings and for which the Borrowers Borrower or their its Subsidiaries have set aside on their books adequate reserves in accordance with GAAP consistently applied);
(c) Liens imposed by law which were incurred in the ordinary course of business, such as carriers', warehousemen's and mechanics' liens, statutory landlord's liens, maritime liens and other similar liens arising in the ordinary course of business, and (xi) which do not in the aggregate Materially materially detract from the value of such Property or Materially materially impair the use thereof in the operation of the business of any the Borrower or any of its Subsidiaries or (yii) which are being contested in good faith byby appropriate proceedings (including the providing of bail), which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Lien or procuring the release of the Property subject to such lien from arrest or detention; and
(d) immaterial Liens on any real property which do not secure Indebtedness and do not in the aggregate Materially detract from the value of such Property or Materially impair the use thereof in the operation of the business of any Borrower or any of its Subsidiaries;
(e) Liens securing Indebtedness permitted by Section 6.01(g) so long as such Liens (i) do not attach to any Collateral and (ii) do not attach to any other offshore drilling rigs;
(f) Liens existing on the Execution Date and listed on Schedule 6.02, without giving effect to any subsequent extensions or renewals thereof;
(fg) any interest or title of a lessor or charterer under any lease or charter permitted by this Agreement;
(h) Liens securing Non-Recourse Indebtedness permitted by Section 6.01(c) or other obligations or liabilities of an Unrestricted Subsidiary, so long as such Liens (i) do not attach to any Collateral and (ii) do not attach to any other Property except Property owned by an Unrestricted Subsidiary; and
(i) Liens on cash and Cash Equivalents in an aggregate amount not to exceed $500,000.00 5,000,000 to secure performance of bids, trade contracts, leases leases, charters and other similar obligations incurred in the ordinary course of business;
(g) Liens securing any purchase money Indebtedness or Capital Leases allowed under Section 6.01(e) on the property or assets acquired in connection with the incurrence of such purchase money Indebtedness;
(h) Liens on Property of the Person acquired as contemplated under Section 6.01(h) to secure Indebtedness permitted by Section 6.01(h); and
(i) Liens upon any Property hereafter acquired by the Parent or any of its Subsidiaries to secure Indebtedness in existence on the date of such acquisition (but not incurred or created in connection with such acquisition), which indebtedness is assumed by such Person simultaneously with such acquisition, which Liens extend only to the Property so acquired and which is otherwise non-recourse to the Parent and its Subsidiaries.
Appears in 1 contract
Lien Restriction. Each Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to be created, assumed or incurred or to exist, any Lien upon any of such Person's Property, whether now owned or hereafter acquired, other than the following Liens ("Excepted LiensEXCEPTED LIENS"):
(a) Liens created pursuant to this Agreement or any other Loan Document;
(b) statutory Liens for taxes or other assessments that are not yet delinquent (or that, if delinquent, are being contested in good faith by appropriate proceedings and for which the Borrowers or their Subsidiaries have set aside on their books adequate reserves in accordance with GAAP consistently applied);
(c) Liens imposed by law which were incurred in the ordinary course of business, such as carriers', warehousemen's and mechanics' liens, statutory landlord's liens and other similar liens arising in the ordinary course of business, and (x) which do not in the aggregate Materially detract from the value of such Property or Materially impair the use thereof in the operation of the business of any Borrower or its Subsidiaries or (y) which are being contested in good faith byby appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Lien or procuring the release of the Property subject to such lien from arrest or detention;
(d) Liens on any real property which do not secure Indebtedness and do not in the aggregate Materially detract from the value of such Property or Materially impair the use thereof in the operation of the business of any Borrower or its Subsidiaries;
(e) Liens existing on the Execution Date and listed on Schedule SCHEDULE 6.02, without giving effect to any subsequent extensions or renewals thereof;
(f) Liens on cash and Cash Equivalents in an aggregate amount not to exceed $500,000.00 to secure performance of bids, trade contracts, leases and other similar obligations incurred in the ordinary course of business;
(g) Liens securing any purchase money Indebtedness or Capital Leases allowed under Section 6.01(eSECTION 6.01(E) on the property or assets acquired in connection with the incurrence of such purchase money Indebtedness;
(h) Liens on Property of the Person acquired as contemplated under Section 6.01(hSECTION 6.01(H) to secure Indebtedness permitted by Section 6.01(hSECTION 6.01(H); and
(i) Liens upon any Property hereafter acquired by the Parent or any of its Subsidiaries to secure Indebtedness in existence on the date of such acquisition (but not incurred or created in connection with such acquisition), which indebtedness is assumed by such Person simultaneously with such acquisition, which Liens extend only to the Property so acquired and which is otherwise non-recourse to the Parent and its Subsidiaries.
Appears in 1 contract
Lien Restriction. Each The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to be created, assumed or incurred or to exist, any Lien upon any of such Person's Property, whether now owned or hereafter acquired, other than the following Liens ("Excepted Liens"):
(a) Liens created pursuant to this Agreement or any other Loan Document;
(b) statutory Liens liens for taxes or other assessments that are not yet delinquent (or that, if delinquent, are being contested in good faith by appropriate proceedings and for which the Borrowers Borrower or their its Subsidiaries have set aside on their books adequate reserves in accordance with GAAP consistently applied);
(c) Liens imposed by law which were incurred in the ordinary course of business, such as carriers', warehousemen's and mechanics' liens, statutory landlord's liens, maritime liens and other similar liens arising in the ordinary course of business, and (x) which do not in the aggregate Materially materially detract from the value of such Property or Materially materially impair the use thereof in the operation of the business of any the Borrower or any of its Subsidiaries or (y) which are being contested in good faith byby appropriate proceedings (including the providing of bail), which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Lien or procuring the release of the Property subject to such lien from arrest or detention; and
(d) immaterial Liens on any real property which do not secure Indebtedness and do not in the aggregate Materially detract from the value of such Property or Materially impair the use thereof in the operation of the business of any Borrower or any of its Subsidiaries;
(e) Liens securing Indebtedness permitted by Section 6.01(g) so long as such Liens (i) do not attach to any Collateral and (ii) do not attach to any other offshore drilling rigs;
(f) Liens existing on the Execution Effective Date and listed on Schedule 6.02, without giving effect to any subsequent extensions or renewals thereof;
(fg) any interest or title of a lessor or charterer under any lease or charter permitted by this Agreement;
(h) Liens securing Non-Recourse Indebtedness permitted by Section 6.01(c) so long as such Liens (i) do not attach to any Collateral and (ii) do not attach to any other Property except Property owned by an Unrestricted Subsidiary; and
(i) Liens on cash and Cash Equivalents in an aggregate amount not to exceed $500,000.00 5,000,000 to secure performance of bids, trade contracts, leases leases, charters and other similar obligations incurred in the ordinary course of business;
(g) Liens securing any purchase money Indebtedness or Capital Leases allowed under Section 6.01(e) on the property or assets acquired in connection with the incurrence of such purchase money Indebtedness;
(h) Liens on Property of the Person acquired as contemplated under Section 6.01(h) to secure Indebtedness permitted by Section 6.01(h); and
(i) Liens upon any Property hereafter acquired by the Parent or any of its Subsidiaries to secure Indebtedness in existence on the date of such acquisition (but not incurred or created in connection with such acquisition), which indebtedness is assumed by such Person simultaneously with such acquisition, which Liens extend only to the Property so acquired and which is otherwise non-recourse to the Parent and its Subsidiaries.
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