Common use of Liens on Assets Clause in Contracts

Liens on Assets. Holdings will not and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any of its assets, whether now owned or hereafter acquired, or sell any such assets subject to an understanding or agreement, contingent or otherwise, to repurchase such assets (including sales of accounts receivable or notes with recourse to Holdings or any of its Subsidiaries) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien on any asset under any similar recording or notice statute; except that the following shall be permitted: (a) Liens on assets granted pursuant to or otherwise permitted by the Existing Credit Agreement; (b) Liens for taxes not yet due or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves with respect thereto, in accordance with GAAP, have been established; (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 detract from the value of such Collateral or materially impair the use thereof in the operation of the business of Holdings, the Borrower or any of their respective Subsidiaries or (y) which are being contested in good faith by appropriate proceedings (including the providing of bail), which proceedings have the effect of preventing the forfeiture or sale of the Collateral subject to such Lien or procuring the release of the Collateral subject to such Lien from arrest or detention; (d) Liens created by or pursuant to this Agreement or the other Credit Documents; (e) Liens existing on the Effective Date and listed on Annex V, without giving effect to any subsequent extensions or renewals thereof; (f) Liens arising from judgments, decrees or attachments (or securing of appeal bonds with respect thereto) to the extent not covered by insurance, so long as the obligations in connection therewith do not exceed $5,000,000 in the aggregate and otherwise in circumstances not constituting an Event of Default under Section 8.08; (g) any interest or title of a lessor or charterer under any lease or charter (i) in existence on the Effective Date, (ii) among Holdings and/or any of its Subsidiaries or (iii) otherwise permitted by this Agreement; (h) immaterial Liens on any Real Property of Holdings or any of its Subsidiaries; and (i) Liens on Rig 41 and the Earnings and insurances relating to Rig 41 securing Title XI Financing incurred pursuant to the Borrower's upgrade or refit of Rig 41.

Liens on Assets. Holdings Except as hereinafter provided in this Section 1008, so long as any Security shall remain Outstanding, the Company will not not, and will not permit any of its Subsidiaries Subsidiary to, create, incur, assume create or suffer to exist any Lien upon Mortgage, or with respect otherwise subject to any Mortgage the whole or any part of its assets, whether any property or assets now owned or hereafter acquiredacquired by any of them, without securing, or sell causing such Subsidiary to secure, the Outstanding Securities, and any Indebtedness of the Company and such Subsidiary which may then be outstanding and entitled to the benefit of a covenant similar in effect to this covenant, equally and ratably with the Indebtedness secured by such Mortgage, for as long as any such assets subject Indebtedness is so secured. The foregoing covenant does not apply to an understanding the creation, extension, renewal or agreement, contingent or otherwise, to repurchase such assets (including sales refunding of accounts receivable or notes with recourse to Holdings or any of its Subsidiaries) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien on any asset under any similar recording or notice statute; except that the following shall be permittedfollowing: (a) Liens any Mortgage on any property of a corporation existing at the time such corporation is merged into or consolidated with, or at the time such corporation becomes a Subsidiary of, the Company or any Subsidiary or at the time of a sale, lease or other disposition of the assets granted pursuant of a corporation or other entity as an entirety or substantially as an entirety to the Company or otherwise permitted such Subsidiary; provided, however, that such Mortgage does not spread (i) to other property at such time owned by the Existing Credit AgreementCompany or any of its Subsidiaries or (ii) with respect to a merger or consolidation only, to other property thereafter acquired; (b) Liens for taxes not yet due any Mortgage (i) on any property acquired or Liens for taxes being contested in good faith and constructed by appropriate proceedings for the Company or any Subsidiary to secure all or a portion of the price of such acquisition or construction or funds borrowed to pay all or a portion of the price of such acquisition or construction (including any Capitalized Lease Obligation) or (ii) to which adequate reserves with respect thereto, in accordance with GAAP, have been establishedany property or asset acquired by the Company or any Subsidiary is subject as of the date of its acquisition by the Company or such Subsidiary; (c) Liens imposed any Mortgage to secure public or statutory obligations or with any governmental agency at any time required by law which were in order to qualify the Company or any Subsidiary to conduct its business or any part thereof or in order to entitle it to maintain self-insurance or to obtain the benefits of any law relating to workers' compensation, unemployment insurance, old age pensions or other social security, or with any court, board, commission, or governmental agency as security incident to the proper conduct of any proceeding before it, including any Mortgage securing a letter of credit issued in the ordinary course of business in connection with any of the foregoing; (d) any Mortgage securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety and appeal bonds and other obligations of like nature, incurred as an incident to and in the ordinary course of business; (e) any Mortgage imposed by law, such as carriers', warehousemen's, mechanics', materialmen's suppliers', repairmen's and mechanicsvendors' Liensliens, statutory landlord's Liens, maritime Liens and other similar Liens arising incurred in good faith in the ordinary course of business, and (x) which do business with respect to obligations not in the aggregate materially detract from the value of such Collateral delinquent or materially impair the use thereof in the operation of the business of Holdings, the Borrower or any of their respective Subsidiaries or (y) which are being contested in good faith by appropriate proceedings (including and as to which the providing of bail), which proceedings have the effect of preventing the forfeiture or sale of the Collateral subject to such Lien or procuring the release of the Collateral subject to such Lien from arrest or detention; (d) Liens created by or pursuant to this Agreement Company or the other Credit Documents; (e) Liens existing relevant Subsidiary, as the case may be, shall have set aside on the Effective Date and listed on Annex V, without giving effect to any subsequent extensions or renewals thereofits books adequate reserves; (f) Liens arising from judgmentsany Mortgage securing the payment of taxes, decrees assessments and governmental charges or attachments levies, either (i) not delinquent or securing of appeal bonds with respect thereto(ii) being contested in good faith by appropriate legal or administrative proceedings and as to which the extent not covered by insuranceCompany or the relevant Subsidiary, so long as the obligations in connection therewith do not exceed $5,000,000 in the aggregate and otherwise in circumstances not constituting an Event of Default under Section 8.08case may be, shall have set aside on its books adequate reserves; (g) any interest Mortgage created by or title of a lessor resulting from any litigation or charterer under any lease or charter proceeding which is currently being contested in good faith by appropriate proceedings and as to which (i) in existence on the Effective Date, levy and execution have been stayed and continue to be stayed and (ii) among Holdings and/or the Company or the relevant Subsidiary, as the case may be, shall have set aside on its books adequate reserves; and (h) any Mortgage securing Indebtedness of a wholly owned Subsidiary to the Company or to another wholly owned Subsidiary for so long as such Indebtedness is held by the Company or such other wholly owned Subsidiary, in each case subject to no Mortgage held by a Person other than the Company or such other wholly owned Subsidiary. Notwithstanding the foregoing restrictions of this Section 1008, the Company and any Subsidiary may at any time create or suffer to exist any Mortgage which would otherwise be subject to the foregoing restrictions if the aggregate principal amount of Indebtedness secured by such Mortgage, together with (i) the aggregate principal amount of all other Indebtedness secured by Mortgages of the Company and any of its Subsidiaries then outstanding which would otherwise be subject to the foregoing restriction (not including Indebtedness secured by Mortgages permitted to be created or exist under paragraphs (iiia) otherwise permitted by this Agreement; through (h) immaterial Liens on any Real Property above) and (ii) the aggregate in value of Holdings or all Sale and Leaseback Transactions entered into by the Company and any of its Subsidiaries; and (i) Liens on Rig 41 and the Earnings and insurances relating to Rig 41 securing Title XI Financing incurred pursuant Subsidiaries at such time which would be subject to the Borrower's upgrade or refit restrictions of Rig 41Section 1009 except for the last sentence of such Section, does not at any time exceed 15% of Shareholders' Ownership.

Liens on Assets. Holdings Borrower will not not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any of its assets, whether now owned or hereafter acquired, said Person's assets or sell any such of said Person's assets subject to an understanding or agreement, contingent or otherwise, to repurchase such said Person's assets (including sales of accounts receivable or notes with recourse to Holdings or any of its Subsidiaries) or assign any right to receive incomeincome derived from such assets, or file or permit the filing of any financing statement with respect thereto under the UCC Uniform Commercial Code as then in effect in any applicable jurisdiction or any other similar notice of Lien on any asset under any similar recording or notice statute; except that the following shall be permitted:permitted ("Permitted Liens"): (a) Liens on assets granted pursuant to or otherwise permitted by the Existing Credit Agreement; (b) Liens for taxes not yet due or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves with respect thereto, in accordance with GAAP, have been established; (cb) 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 detract from the value of such Collateral property or assets or materially impair the use thereof in the operation of the business of Holdings, the Borrower or any of their respective its Restricted Subsidiaries or (y) which are being contested in good faith by appropriate proceedings (including the providing of bail), which proceedings have the effect of preventing the forfeiture or sale of the Collateral property or assets subject to such Lien or procuring the release of the Collateral property or assets subject to such Lien from arrest or detention; (dc) Judgment Liens created by in existence less than thirty (30) days after the entry thereof or pursuant with respect to this Agreement which execution has been stayed or the other Credit Documentspayment of which is covered in full by insurance; (e) Liens existing on the Effective Date and listed on Annex V, without giving effect to any subsequent extensions or renewals thereof; (f) Liens arising from judgments, decrees or attachments (or securing of appeal bonds with respect thereto) to the extent not covered by insurance, so long as the obligations in connection therewith do not exceed $5,000,000 in the aggregate and otherwise in circumstances not constituting an Event of Default under Section 8.08; (gd) any interest or title of a lessor or charterer under any lease or charter (i) in existence on the Effective Date, (iii) among Holdings and/or Borrower and any of its Subsidiaries or (iiiii) otherwise permitted by this Agreement; (he) immaterial Liens on any Real Property equipment which is the subject of Holdings an operating lease or similar use arrangement entered into in the ordinary course of business and title to which is held by a third party; (f) Liens incurred in the ordinary course of business in connection with workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders and statutory obligations entered into in the ordinary course of business or to secure obligations on surety or appeal bonds in the ordinary course of business or easements, rights of way and similar encumbrances incurred in the ordinary course of business and not interfering with the ordinary conduct of Borrower or any of its Restricted Subsidiaries; (g) Liens to secure Indebtedness permitted in Section 8.04, (b), (c), (e) and (g); (h) Liens other than those described in (a) through (g) above existing on the Effective Date and described in Annex 8.03(h) hereof; and (i) other Liens on Rig 41 and the Earnings and insurances relating securing Indebtedness allowed hereunder up to Rig 41 securing Title XI Financing incurred pursuant to the Borrower's upgrade or refit a maximum of Rig 41$1,000,000.

Liens on Assets. Holdings Except as hereinafter provided in this Section 1008, so long as any Security shall remain Outstanding, the Company will not not, and will not permit any of its Subsidiaries Subsidiary to, create, incur, assume create or suffer to exist any Lien upon Mortgage, or with respect otherwise subject to any Mortgage the whole or any part of its assets, whether any property or assets now owned or hereafter acquiredacquired by any of them, without securing, or sell causing such Subsidiary to secure, the Outstanding Securities, and any Indebtedness of the Company and such Subsidiary which may then be outstanding and entitled to the benefit of a covenant similar in effect to this covenant, equally and ratably with the Indebtedness secured by such Mortgage, for as long as any such assets subject Indebtedness is so secured. The foregoing covenant does not apply to an understanding the creation, extension, renewal or agreement, contingent or otherwise, to repurchase such assets (including sales refunding of accounts receivable or notes with recourse to Holdings or any of its Subsidiaries) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien on any asset under any similar recording or notice statute; except that the following shall be permittedfollowing: (a) Liens any Mortgage on any property of a corporation existing at the time such corporation is merged into or consolidated with, or at the time such corporation becomes a Subsidiary of, the Company or any Subsidiary or at the time of a sale, lease or other disposition of the assets granted pursuant of a corporation or other entity as an entirety or substantially as an entirety to the Company or otherwise permitted such Subsidiary; provided, however, that such Mortgage does not spread (i) to other property at such time owned by the Existing Credit AgreementCompany or any of its Subsidiaries or (ii) with respect to a merger or consolidation only, to other property thereafter acquired; (b) Liens for taxes not yet due any Mortgage (i) on any property acquired or Liens for taxes being contested in good faith and constructed by appropriate proceedings for the Company or any Subsidiary to secure all or a portion of the price of such acquisition or construction or funds borrowed to pay all or a portion of the price of such acquisition or construction (including any Capitalized Lease Obligation) or (ii) to which adequate reserves with respect thereto, in accordance with GAAP, have been established;any property or asset acquired by the Company or any Subsidiary is subject as of the date of its acquisition by the Company or such Subsidiary; 61 63 (c) Liens imposed any Mortgage to secure public or statutory obligations or with any governmental agency at any time required by law which were in order to qualify the Company or any Subsidiary to conduct its business or any part thereof or in order to entitle it to maintain self-insurance or to obtain the benefits of any law relating to workers' compensation, unemployment insurance, old age pensions or other social security, or with any court, board, commission, or governmental agency as security incident to the proper conduct of any proceeding before it, including any Mortgage securing a letter of credit issued in the ordinary course of business in connection with any of the foregoing; (d) any Mortgage securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety and appeal bonds and other obligations of like nature, incurred as an incident to and in the ordinary course of business; (e) any Mortgage imposed by law, such as carriers', warehousemen's, mechanics', materialmen's suppliers', repairmen's and mechanicsvendors' Liensliens, statutory landlord's Liens, maritime Liens and other similar Liens arising incurred in good faith in the ordinary course of business, and (x) which do business with respect to obligations not in the aggregate materially detract from the value of such Collateral delinquent or materially impair the use thereof in the operation of the business of Holdings, the Borrower or any of their respective Subsidiaries or (y) which are being contested in good faith by appropriate proceedings (including and as to which the providing of bail), which proceedings have the effect of preventing the forfeiture or sale of the Collateral subject to such Lien or procuring the release of the Collateral subject to such Lien from arrest or detention; (d) Liens created by or pursuant to this Agreement Company or the other Credit Documents; (e) Liens existing relevant Subsidiary, as the case may be, shall have set aside on the Effective Date and listed on Annex V, without giving effect to any subsequent extensions or renewals thereofits books adequate reserves; (f) Liens arising from judgmentsany Mortgage securing the payment of taxes, decrees assessments and governmental charges or attachments levies, either (i) not delinquent or securing of appeal bonds with respect thereto(ii) being contested in good faith by appropriate legal or administrative proceedings and as to which the extent not covered by insuranceCompany or the relevant Subsidiary, so long as the obligations in connection therewith do not exceed $5,000,000 in the aggregate and otherwise in circumstances not constituting an Event of Default under Section 8.08case may be, shall have set aside on its books adequate reserves; (g) any interest Mortgage created by or title of a lessor resulting from any litigation or charterer under any lease or charter proceeding which is currently being contested in good faith by appropriate proceedings and as to which (i) in existence on the Effective Date, levy and execution have been stayed and continue to be stayed and (ii) among Holdings and/or the Company or the relevant Subsidiary, as the case may be, shall have set aside on its books adequate reserves; and (h) any Mortgage securing Indebtedness of a wholly owned Subsidiary to the Company or to another wholly owned Subsidiary for so long as such Indebtedness is held by the Company or such other wholly owned Subsidiary, in each case subject to no Mortgage held by a Person other than the Company or such other wholly owned Subsidiary. Notwithstanding the foregoing restrictions of this Section 1008, the Company and any Subsidiary may at any time create or suffer to exist any Mortgage which would otherwise be subject to the foregoing restrictions if the aggregate principal amount of Indebtedness secured by such Mortgage, together with (i) the aggregate principal amount of all other Indebtedness secured by Mortgages of the Company and any of its Subsidiaries then outstanding which would otherwise be subject to the foregoing restriction (not including Indebtedness secured by Mortgages permitted to be created or exist under paragraphs (iiia) otherwise permitted by this Agreement; through (h) immaterial Liens on any Real Property above) and (ii) the aggregate in value of Holdings or all Sale and Leaseback Transactions entered into by the Company and any of its Subsidiaries; and (i) Liens on Rig 41 and the Earnings and insurances relating to Rig 41 securing Title XI Financing incurred pursuant Subsidiaries at such time which would be subject to the Borrower's upgrade or refit restrictions of Rig 41Section 1009 except for the last sentence of such Section, does not at any time exceed 15% of Shareholders' Ownership.