Common use of Limitation of Liens Clause in Contracts

Limitation of Liens. (a) The Parents will not, nor will they permit any Restricted Subsidiary to, issue, assume or guarantee any Debt secured by a mortgage, security interest, pledge, lien or other encumbrance (mortgages, security interests, pledges, liens and other encumbrances being hereinafter in this Section 10.05 and in Section 10.06 referred to as a “mortgage” or “mortgages”) upon any Principal Property or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares of stock or indebtedness are now owned or hereafter acquired) without in each such case effectively providing concurrently with the issuance, assumption or guaranty of any such Debt that the Guarantees (together with, if the Parents shall so determine, any other indebtedness of or guaranteed by the Parents or such Restricted Subsidiary ranking equally with the Guarantees and then existing or thereafter created) shall be secured equally and ratably with (or prior to) such Debt (and the Trustee by its execution hereof agrees to enter into a supplemental indenture pursuant to Section 9.01(5) of this Indenture and to accept such security and hold it for the benefit of the Holders of Debt Securities at the expense of the Issuer of such Debt Securities); provided, however, that the foregoing restrictions shall not apply to, and there shall be excluded from Debt secured by a mortgage or mortgages in any computation under Section 10.05(b), Debt secured by: (i) mortgages on property, shares of stock or indebtedness of any corporation, which mortgages are existing at the time such corporation becomes a Restricted Subsidiary; (ii) mortgages on property, which mortgages are existing at the time of acquisition of such property, or mortgages to secure Debt relating to the payment of all or any part of the purchase price of such property upon the acquisition of such property by either Parent or a Restricted Subsidiary, or to secure any Debt incurred prior to, at the time of, or within 12 months after, the later of the acquisition, the completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such property, which Debt is incurred for the purpose of financing all or any part of the purchase price thereof; (iii) mortgages on property to secure Debt incurred to finance all or part of the cost of the construction, alteration or repair of any building, equipment or facilities or of any other improvements on, all or any part of such property, if such Debt is incurred prior to, during, or within 12 months after completion of, such construction, alteration or repair; (iv) mortgages which secure Debt owing to any Guarantor or any Restricted Subsidiary by any Restricted Subsidiary or any Guarantor; (v) mortgages on assets held by banks to secure amounts due to such banks in the ordinary course of business or mortgages under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the repayment of Debt), or deposits to secure public or statutory obligations of either Parent or any Restricted Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which either Parent or any Restricted Subsidiary is a party or in lieu of such bonds, or pledges or deposits for similar purposes in the ordinary course of business, or liens imposed by law, such as laborers’ or other employees’, carriers’, warehousemen’s, mechanics’, materialmen’s and vendors’ liens and liens arising out of judgments or awards against either Parent or any Restricted Subsidiary with respect to which such Parent or such Restricted Subsidiary at the time shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review, or liens for property taxes not yet subject to penalties for nonpayment or the amount or validity of which is being in good faith contested by appropriate proceedings by either Parent or any Restricted Subsidiary, as the case may be, or 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 similar purposes, or zoning or other restrictions as to the use of real properties, which liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion of the Parents, in the aggregate materially detract from the value of said properties or materially impair their use in the operation of the business of the Parents and the Restricted Subsidiaries; (vi) mortgages on property in favor of the United Kingdom, Canada, the United States of America, the Netherlands or any political subdivision of any thereof, or any department, agency or instrumentality of any thereof, to secure partial, progress, advance or other payments pursuant to the provisions of any contract or statute, including, but not limited to, mortgages incurred in connection with pollution control, industrial revenue or similar financing; (vii) mortgages existing at the date of the execution of this Indenture; (viii) mortgages incurred (no matter when created) in connection with engaging in leveraged or single investor lease transactions; provided that the instrument creating or evidencing any Debt secured by such mortgage shall provide that such Debt is payable solely out of the income and proceeds of the property subject to such mortgage and is not a personal obligation of the lessor; (ix) mortgages on property, shares of stock or indebtedness of a corporation existing at the time such corporation is merged into or consolidated or amalgamated with either Parent or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to either Parent or a Restricted Subsidiary; (x) mortgages on property incurred or assumed in connection with an issuance of revenue bonds, the interest on which is exempt from United States Federal income taxation pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code from time to time; and (xi) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any mortgage referred to in the foregoing clauses (i) through (x) inclusive; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the mortgage so extended, renewed or replaced (plus improvements on such property). (b) Notwithstanding the provisions of subsection (a) of this Section 10.05, the Parents may, and may permit any Restricted Subsidiary to, issue, assume or guarantee Debt secured by mortgages not excepted by clauses (i) through (xi) inclusive of such subsection (a) without equally and ratably securing the Guarantees; provided, however, that the aggregate principal amount of all such Debt then outstanding, plus the principal amount of the Debt then being issued, assumed or guaranteed, and the aggregate amount of the Attributable Debt in respect of sale and leaseback transactions (with the exception of Attributable Debt which is excluded pursuant to clauses (1) through (4) inclusive of Section 10.06), shall not exceed 10% of Capital Employed.

Limitation of Liens. (a) The Parents will notCreate, nor will they permit any Restricted Subsidiary to, issueincur, assume or guarantee suffer to exist any Debt secured by a mortgage, security interest, pledge, lien or other encumbrance (mortgages, security interests, pledges, liens and other encumbrances being hereinafter in this Section 10.05 and in Section 10.06 referred to as a “mortgage” or “mortgages”) Lien upon any Principal Property of its property, assets or upon any shares of stock or indebtedness of any Restricted Subsidiary (revenues, whether such Principal Property, shares of stock or indebtedness are now owned or hereafter acquired) without in each such case effectively providing concurrently with the issuance, assumption or guaranty of any such Debt that the Guarantees (together with, if the Parents shall so determine, any other indebtedness of or guaranteed by the Parents or such Restricted Subsidiary ranking equally with the Guarantees and then existing or thereafter created) shall be secured equally and ratably with (or prior to) such Debt (and the Trustee by its execution hereof agrees to enter into a supplemental indenture pursuant to Section 9.01(5) of this Indenture and to accept such security and hold it for the benefit of the Holders of Debt Securities at the expense of the Issuer of such Debt Securities); provided, however, that the foregoing restrictions shall not apply to, and there shall be excluded from Debt secured by a mortgage or mortgages in any computation under Section 10.05(b), Debt secured byexcept for: (a) Liens for taxes, assessments and similar charges (including Liens which arise under ERISA) (i) mortgages on propertythat are not yet delinquent or which secure obligations not in excess of $500,000 in the aggregate, shares or (ii) that do not have priority over Agent’s Liens or (iii) that are the subject of stock or indebtedness of any corporation, which mortgages are existing at the time such corporation becomes a Restricted SubsidiaryPermitted Protests; (iib) mortgages on property, which mortgages are existing at the time of acquisition of such property, or mortgages to secure Debt relating to the payment of all or any part of the purchase price of such property upon the acquisition of such property by either Parent or a Restricted Subsidiary, or to secure any Debt incurred prior to, at the time of, or within 12 months after, the later of the acquisition, the completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such property, which Debt is incurred for the purpose of financing all or any part of the purchase price thereof; (iii) mortgages on property to secure Debt incurred to finance all or part of the cost of the construction, alteration or repair of any building, equipment or facilities or of any other improvements on, all or any part of such property, if such Debt is incurred prior to, during, or within 12 months after completion of, such construction, alteration or repair; (iv) mortgages which secure Debt owing to any Guarantor or any Restricted Subsidiary by any Restricted Subsidiary or any Guarantor; (v) mortgages on assets held by banks to secure amounts due to such banks in the ordinary course of business or mortgages under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the repayment of Debt), or deposits to secure public or statutory obligations of either Parent or any Restricted Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which either Parent or any Restricted Subsidiary is a party or in lieu of such bonds, or pledges or deposits for similar purposes in the ordinary course of business, or liens imposed by law, such as laborers’ or other employees’, 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 the subject of Permitted Protests; (c) Liens of landlords or of mortgagees of landlords arising by operation of law or pursuant to the terms of real property leases, provided, that, the rental payments secured thereby are not yet due and vendorspayable; (d) pledges, deposits or other Liens in connection with workers’ liens compensation, unemployment insurance, other social security benefits or other insurance related obligations (including, without limitation, pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements); (e) Liens arising by reason of any judgment, decree or order of any court or other Governmental Authority, if appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order, are being diligently prosecuted and liens arising out of judgments shall not have been finally terminated or awards against either Parent or any Restricted Subsidiary with respect to the period within which such Parent or such Restricted Subsidiary at proceedings may be initiated shall not have expired; (f) Liens to secure the time shall be prosecuting an performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal or proceedings for review bonds, performance bonds, judgment and with respect to which it shall have secured like bonds, replevin and similar bonds and other obligations of a stay like nature incurred in the ordinary course of execution pending such appeal or proceedings for reviewbusiness; (g) zoning restrictions, or liens for property taxes not yet subject to penalties for nonpayment or the amount or validity of which is being in good faith contested by appropriate proceedings by either Parent or any Restricted Subsidiaryeasements, as the case may be, or minor survey exceptions, minor encumbrances, easements or reservations rights-of, or rights of others for, rights of -way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to on the use of real propertiesproperty, other similar encumbrances incurred in the ordinary course of business that do not secure any monetary obligations and minor irregularities of title, which liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in not materially interfere with the opinion of the Parents, in the aggregate materially detract from the value of said properties or materially impair their use in the operation ordinary conduct of the business of the Parents Administrative Borrower and the Restricted Subsidiariesits Subsidiaries taken as a whole; (vih) mortgages on property in favor Liens securing or consisting of the United Kingdom, Canada, the United States of America, the Netherlands or any political subdivision of any thereof, or any department, agency or instrumentality of any thereof, to secure partial, progress, advance or other payments pursuant to the provisions of any contract or statute, including, but not limited to, mortgages incurred in connection with pollution control, industrial revenue or similar financing; (vii) mortgages existing at the date of the execution of this Indenture; (viii) mortgages incurred (no matter when created) in connection with engaging in leveraged or single investor lease transactions; provided that the instrument creating or evidencing any Debt secured by such mortgage shall provide that such Debt is payable solely out of the income and proceeds of the property subject to such mortgage and is not a personal obligation of the lessor; (ix) mortgages on property, shares of stock or indebtedness of a corporation existing at the time such corporation is merged into or consolidated or amalgamated with either Parent or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to either Parent or a Restricted Subsidiary; (x) mortgages on property incurred or assumed in connection with an issuance of revenue bonds, the interest on which is exempt from United States Federal income taxation pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code from time to time; and (xi) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any mortgage referred to in the foregoing clauses (i) through Indebtedness of Administrative Borrower and its Subsidiaries permitted by Section 6.2(d) incurred to finance or refinance the acquisition of fixed or capital assets, (xii) inclusive; provided, however, that the principal amount Indebtedness of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the mortgage so extended, renewed or replaced (plus improvements on such propertyAdministrative Borrower’s Foreign Subsidiaries permitted by Section 6.2(h). (b) Notwithstanding the provisions of subsection (a) of this Section 10.05, the Parents may, and may permit any Restricted Subsidiary to, issue, assume or guarantee Debt secured by mortgages not excepted by clauses (i) through (xi) inclusive of such subsection (a) without equally and ratably securing the Guarantees; provided, however, that the aggregate principal amount of all such Debt then outstanding, plus the principal amount of the Debt then being issued, assumed or guaranteed, and the aggregate amount of the Attributable Debt in respect of sale and leaseback transactions (with the exception of Attributable Debt which is excluded pursuant to clauses (1) through (4) inclusive of Section 10.06), shall not exceed 10% of Capital Employed.,

Limitation of Liens. (a) The Parents Borrower will not, nor and will they not permit any Restricted Subsidiary to, issuecreate or incur, assume or guarantee suffer to be incurred or to exist, any Debt secured by a mortgageLien on its or their property or assets, security interest, pledge, lien or other encumbrance (mortgages, security interests, pledges, liens and other encumbrances being hereinafter in this Section 10.05 and in Section 10.06 referred to as a “mortgage” or “mortgages”) upon any Principal Property or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares of stock or indebtedness are now owned or hereafter acquired) without , or upon any income or profits therefrom, or transfer any property for the purpose of subjecting the same to the payment of obligations in each such priority to the payment of its or their general creditors, unless in the case effectively providing concurrently with the issuance, assumption or guaranty of any such Debt that Lien securing Indebtedness, the Guarantees (together with, if the Parents shall so determine, any other indebtedness Amended and Restated Working Capital Line of or guaranteed by the Parents or such Restricted Subsidiary ranking equally with the Guarantees and then existing or thereafter created) Credit Note shall be secured equally and ratably with (with, or prior to) , any such Debt (and Indebtedness in a manner reasonably satisfactory to the Trustee by its execution hereof agrees to enter into a supplemental indenture pursuant to Section 9.01(5) of this Indenture and to accept such security and hold it for the benefit of the Holders of Debt Securities at the expense of the Issuer of such Debt Securities); Bank, provided, however, that the foregoing restrictions shall not apply toto the following Liens, and there shall be excluded from Debt secured by a mortgage or mortgages in any computation under Section 10.05(b), Debt secured bywhich Liens are permitted without regard to the above restrictions: (ia) mortgages Liens for property taxes and assessments or governmental charges and levies and Liens securing claims or demands of mechanics and materialmen which are not overdue, or, if the Borrower or such Subsidiary, as the case may be, is contesting the validity, applicability or amount thereof in good faith by appropriate actions or proceedings and the Borrower or such subsidiary shall set aside on propertyits books, shares of stock or indebtedness of any corporation, which mortgages are existing at the time such corporation becomes a Restricted Subsidiaryreserves deemed by it to be adequate with respect thereto; (iib) mortgages on propertyLiens of or resulting from any judgment or award, which mortgages are existing at the time for the appeal or petition for rehearing of acquisition of such propertywhich shall not have expired, or mortgages to secure Debt relating to in respect of which the payment of all or any part of the purchase price of such property upon the acquisition of such property by either Parent Borrower or a Restricted Subsidiary, or to secure Subsidiary shall at any Debt incurred prior to, at the time of, or within 12 months after, the later of the acquisition, the completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such property, which Debt is incurred for the purpose of financing all or any part of the purchase price thereof; (iii) mortgages on property to secure Debt incurred to finance all or part of the cost of the construction, alteration or repair of any building, equipment or facilities or of any other improvements on, all or any part of such property, if such Debt is incurred prior to, during, or within 12 months after completion of, such construction, alteration or repair; (iv) mortgages which secure Debt owing to any Guarantor or any Restricted Subsidiary by any Restricted Subsidiary or any Guarantor; (v) mortgages on assets held by banks to secure amounts due to such banks in the ordinary course of business or mortgages under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the repayment of Debt), or deposits to secure public or statutory obligations of either Parent or any Restricted Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which either Parent or any Restricted Subsidiary is a party or in lieu of such bonds, or pledges or deposits for similar purposes in the ordinary course of business, or liens imposed by law, such as laborers’ or other employees’, carriers’, warehousemen’s, mechanics’, materialmen’s and vendors’ liens and liens arising out of judgments or awards against either Parent or any Restricted Subsidiary with respect to which such Parent or such Restricted Subsidiary at the time shall be prosecuting an appeal or proceedings proceeding for a review and with in respect to of which it shall have secured a stay of execution pending such appeal or proceedings proceeding for reviewreview shall have been secured; (c) Liens (other than any Lien imposed by ERISA) arising in the ordinary course of business or incidental to the ownership of properties and assets (including Liens in connection with worker's compensation, unemployment insurance and other like laws, warehousemen's and attorneys' liens and statutory landlords' liens) and Liens to secure the performance of bids, tenders or trade contracts, or liens for property taxes to secure statutory obligations, surety or appeal bonds or other Liens of like general nature incurred in the ordinary course of business and not yet subject to penalties for nonpayment or in connection with the amount or validity borrowing of money and which do not in the aggregate materially impair the operation of the business of the Borrower and its Subsidiaries taken as a whole; provided in each case, the obligation secured is not overdue or, if overdue, is being contested in good faith contested by appropriate proceedings by either Parent actions or any Restricted Subsidiary, as the case may be, or minor survey exceptions, minor proceedings; (d) Survey exceptions and encumbrances, easements or reservations ofand reservations, or and rights of others for, rights of for rights-of-way, sewers, electric lines, telegraph and telephone lines utilities and other similar purposes, or and zoning or and other restrictions as an to the use of real properties, which liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in are necessary for the opinion conduct of the Parents, activities of the Borrower and its Subsidiaries or which customarily exist on properties of corporations engaged in the aggregate materially detract from the value of said properties or materially similar activities and similarly situated and which do not in any event. materially- impair their use in the operation of the business of the Parents Borrower and the Restricted Subsidiariesits Subsidiaries taken as whole; (vi) mortgages on property in favor of the United Kingdom, Canada, the United States of America, the Netherlands or any political subdivision of any thereof, or any department, agency or instrumentality of any thereof, to secure partial, progress, advance or other payments pursuant to the provisions of any contract or statute, including, but not limited to, mortgages incurred in connection with pollution control, industrial revenue or similar financing; (vii) mortgages existing at the date of the execution of this Indenture; (viii) mortgages incurred (no matter when created) in connection with engaging in leveraged or single investor lease transactions; provided that the instrument creating or evidencing any Debt secured by such mortgage shall provide that such Debt is payable solely out of the income and proceeds of the property subject to such mortgage and is not a personal obligation of the lessor; (ix) mortgages on property, shares of stock or indebtedness of a corporation existing at the time such corporation is merged into or consolidated or amalgamated with either Parent or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to either Parent or a Restricted Subsidiary; (x) mortgages on property incurred or assumed in connection with an issuance of revenue bonds, the interest on which is exempt from United States Federal income taxation pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code from time to time; and (xi) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any mortgage referred to in the foregoing clauses (i) through (x) inclusive; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the mortgage so extended, renewed or replaced (plus improvements on such property). (b) Notwithstanding the provisions of subsection (a) of this Section 10.05, the Parents may, and may permit any Restricted Subsidiary to, issue, assume or guarantee Debt secured by mortgages not excepted by clauses (i) through (xi) inclusive of such subsection (a) without equally and ratably securing the Guarantees; provided, however, that the aggregate principal amount of all such Debt then outstanding, plus the principal amount of the Debt then being issued, assumed or guaranteed, and the aggregate amount of the Attributable Debt in respect of sale and leaseback transactions (with the exception of Attributable Debt which is excluded pursuant to clauses (1) through (4) inclusive of Section 10.06), shall not exceed 10% of Capital Employed.