Common use of Limitations on Liens and Encumbrances Clause in Contracts

Limitations on Liens and Encumbrances. So long as there are Securities of any series Outstanding: (a) The Company will not itself, nor will it permit any Subsidiary to, create, assume or incur any Lien (except any existing on the date hereof) upon any of its or their Principal Properties, or any interest it or they may have therein, whether owned at the date hereof or hereafter acquired (unless, in the case of any Lien upon any Principal Property of any Subsidiary, all obligations and indebtedness thereby secured are held by the Company or a wholly-owned Subsidiary) as security for any indebtedness without making effective provision, and the Company covenants that in any such case effective provision will be made, whereby the Securities (either alone or together with all or any part of any other indebtedness of the Company) shall be secured by such Lien 1005 equally and ratably (or, at the option of the Company, prior to) with any and all other obligations and indebtedness thereby secured; provided, however, that the foregoing restriction shall not apply to: (1) Liens upon any property or assets owned by any Subsidiary existing on the date on which such Subsidiary became a Subsidiary; (2) Liens on any property or assets existing at the time of their acquisition and Liens on any property or assets acquired, constructed or improved which are created contemporaneously with or within 180 days after (or created pursuant to financing arrangements, a firm commitment for which is obtained within 180 days after) the completion of such acquisition, improvement or construction to secure or provide for payment of the purchase price of property or &&sets acquired or the cost of such construction or improvement, including Liens arising in connection with cross-border or defeased lease arrangements; if (i) such Lien shall be limited to the property so acquired or constructed or to the improvements so made, (ii) the amount of the obligations or indebtedness secured by such Lien shall not be increased after the date of the acquisition of such property or the completion of such improvements or construction except to the extent additional construction or improvements shall be made to such property after the date of such acquisition or the making of such improvements or construction, and (iii) in each instance where the obligation or indebtedness secured by such Lien shall constitute an obligation or indebtedness of, or is assumed by, the Company or such Subsidiary, the principal amount of the obligation or indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (as determined in good faith by the Board of Directors), whichever shall be lower, of the property, construction or improvements at the time of the acquisition or completion thereof; (3) Liens for taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which shall be contested in good faith; and materialmen's, mechanics', carriers', workmen's, repairmen's, landlords' or other like Liens securing obligations not overdue or which shall be contested in good faith, or deposits to obtain the release of such Liens; (4) pledges or deposits to secure public or statutory obligations or to secure payment of workmen's compensation or to secure performance in connection with tenders, leases of real property, bids or contracts or to secure (or in Xxxx of) surety or appeal bonds and pledges or deposits made in the ordinary course of business for similar purposes; (5) any lease, regardless of the manner in which such lease shall be treated for accounting or tax purposes or any other purpose or any filing 1005 of or agreement to file any financing statement under the Uniform Commercial Code of any jurisdiction in respect of such lease; (6) Liens in favor of a governmental unit to secure payments under any contract or statute, or to secure any indebtedness incurred in financing the acquisition, construction or improvement of property subject thereto, including Liens on, and created or arising in connection with the financing of the acquisition, construction or improvement of, any facility used or to be used in the business of the Company or any Subsidiary through the issuance of obligations defined in Section 103(b)(2) of the Internal Revenue Code of 1954, as amended, (or any subsequently adopted provisions thereof defining similar obligations) the income from which shall be excludable from gross income by virtue of Sections 103(a) and (b)(4), (b)(5) and (b)(6) of such Code (or any subsequently adopted provisions thereof providing for a specific exclusion from gross income); (7) easements or similar encumbrances, the existence of which do not materially impair the use of the Principal Property subject thereto for the purposes for which it is held or was acquired, (8) Liens arising out of any final judgment for the payment of money aggregating not in excess of $10,000,000; or Liens arising out of any final judgment for the payment of money provided such judgment is being contested in good faith; (9) Liens on timberlands in connection with an arrangement under which the Company or a Subsidiary is obligated to cut or pay for timber in order to provide the Lienholder with a specified amount of money, however determined; (10) Liens created or assumed in the ordinary course of the business of exploring for, developing or producing oil, gas or other minerals (including borrowings in connection therewith) on, or any interest in, or on any proceeds from the sale of, property acquired for such purposes, production therefrom (including the proceeds thereof), or material or equipment located thereon; and (11) Liens to extend, renew or replace any Liens referred to in clauses (1) through (10) or this clause (11) of this Subsection 1005(a) or any Lien existing on the date hereof.

Limitations on Liens and Encumbrances. So long as there are Securities of any series Outstanding: (a) The Company will not itself, nor will it permit any Subsidiary to, create, assume or incur any Lien (except any existing on the date hereof) upon any of its or their Principal Properties, or any interest it or they may have therein, whether owned at the date hereof or hereafter acquired (unless, in the case of any Lien upon any Principal Property of any Subsidiary, all obligations and indebtedness Indebtedness thereby secured are held by the Company or a wholly-wholly owned Subsidiary) as security for any indebtedness Indebtedness without making effective provision, and the Company covenants that in any such case effective provision will be made, whereby the Securities (either alone or together with all or any part of any other indebtedness Indebtedness of the Company) shall be secured by such Lien 1005 equally and ratably (or, at the option of the Company, prior to) with any and all other obligations and indebtedness Indebtedness thereby secured; provided, however, that the foregoing restriction shall not apply to: (1) Liens upon any property or assets owned by any Subsidiary existing on the date on which such Subsidiary became a Subsidiary; (2) Liens on any property or assets existing at the time of their acquisition and Liens on any property or assets acquired, constructed or improved which are created contemporaneously with or within 180 days after (or created pursuant to financing arrangements, a firm commitment for which is obtained within 180 days after) the completion of such acquisition, improvement or construction to secure or provide for payment of the purchase price of property or &&sets assets acquired or the cost of such construction or improvement, including Liens arising in connection with cross-border or defeased lease arrangements; if (i) such Lien shall be limited to the property so acquired or constructed or to the improvements so made, (ii) the amount of the obligations or indebtedness Indebtedness secured by such Lien shall not be increased after the date of the acquisition of such property or the completion of such improvements or construction except to the extent additional construction or improvements shall be made to such property after the date of such acquisition or the making of such improvements or construction, and (iii) in each instance where the obligation or indebtedness Indebtedness secured by such Lien shall constitute an obligation or indebtedness Indebtedness of, or is assumed by, the Company or such Subsidiary, the principal amount of the obligation or indebtedness Indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (as determined in good faith by the Board of Directors), whichever shall be lower, of the property, construction or improvements at the time of the acquisition or completion thereof; (3) Liens for taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which shall be contested in good faith; and materialmen's, mechanics', carriers', workmen's, repairmen's, landlords' or other like Liens securing obligations not overdue or which shall be contested in good faith, or deposits to obtain the release of such Liens; (4) pledges or deposits to secure public or statutory obligations or to secure payment of workmen's compensation or to secure performance in connection with tenders, leases of real property, bids or contracts or to secure (or in Xxxx lieu of) surety or appeal bonds and pledges or deposits made in the ordinary course of business for similar purposes; (5) any lease, regardless of the manner in which such lease shall be treated for accounting or tax purposes or any other purpose or any filing 1005 of or agreement to file any financing statement under the Uniform Commercial Code of any jurisdiction in respect of such lease; (6) Liens in favor of a governmental unit to secure payments under any contract or statute, or to secure any indebtedness Indebtedness incurred in financing the acquisition, construction or improvement of property subject thereto, including Liens on, and created or arising in connection with the financing of the acquisition, construction or improvement of, any facility used or to be used in the business of the Company or any Subsidiary through the issuance of obligations defined in Section 103(b)(2) of the Internal Revenue Code of 1954, as amended, (by a state or any subsequently adopted provisions thereof defining similar obligations) the income from which shall be excludable from gross income by virtue of Sections 103(a) and (b)(4), (b)(5) and (b)(6) of such Code (or any subsequently adopted provisions thereof providing for a specific exclusion from gross income)local governmental unit; (7) easements or similar encumbrances, the existence of which do not materially impair the use of the Principal Property subject thereto for the purposes for which it is held or was acquired,; (8) Liens arising out of any final judgment for the payment of money aggregating not in excess of $10,000,000; or Liens arising out of any final judgment for the payment of money provided such judgment is being contested in good faith; (9) Liens on timberlands Timberlands in connection with an any arrangement under which the Company or a Subsidiary is obligated to cut or pay for timber in order to provide the Lienholder with a specified amount of money, however determined; (10) Liens created or assumed in the ordinary course of the business of exploring for, developing or producing oil, gas or other minerals (including borrowings in connection therewith) on, or any interest in, or on any proceeds from the sale of, property acquired for such purposes, production therefrom (including the proceeds thereof), or material or equipment located thereon; and (11) Liens to extend, renew or replace any Liens referred to in clauses Clauses (1) through (10) or this clause Clause (11) of this Subsection 1005(a) or any Lien existing on the date hereof.

Limitations on Liens and Encumbrances. So long as there are Securities of any series Outstanding: (a) The Company will not, and will not itself, nor will it permit any Subsidiary to, create, incur, assume or incur suffer to exist any Lien on any of its properties or assets, whether now owned or hereafter acquired, or on any income, participation, royalty or profits therefrom (whether or not provision is made for the equal and ratable securing of the Notes), except any existing for: (a) Liens for taxes, assessments or other governmental levies or charges not yet due or which are subject to a Good Faith Contest; (b) Liens in existence on the date hereofhereof as set forth on Schedule 6C hereto and any extensions renewals or replacements thereof, provided that (i) upon the principal amount of Indebtedness secured by said Lien immediately prior to its extension, renewal or refunding is not increased or the maturity thereof changed and (ii) said Lien is not extended to any other property in violation of this Agreement; (c) Liens incidental to the conduct of its business or their Principal Propertiesthe ownership of its property and assets, which were not incurred in connection with the borrowing of money or any interest it or they may have therein, whether owned at the date hereof or hereafter acquired (unlessobtaining of advances of credit and which, in the case aggregate, do not materially detract from the use or value of any Lien upon any Principal Property its property or assets or materially impair the use thereof in the operation of any Subsidiary, all its business; (d) Liens on property or assets of a Subsidiary to secure obligations and indebtedness thereby secured are held by of that Subsidiary to the Company or a wholly-owned Subsidiary) as security for any indebtedness without making effective provision, and the Company covenants that in any such case effective provision will be made, whereby the Securities (either alone or together with all or any part of any other indebtedness of the Company) shall be secured by such Lien 1005 equally and ratably (or, at the option of the Company, prior to) with any and all other obligations and indebtedness thereby secured; provided, however, that the foregoing restriction shall not apply to: (1) Liens upon any property or assets owned by any Subsidiary existing on the date on which such Subsidiary became a Wholly Owned Subsidiary; (2e) any attachment or judgment Lien, unless the judgment it secures is not, within 30 days after the entry thereof, discharged or execution thereof stayed pending appeal, or is not discharged within 30 days after the expiration of any such stay, provided the aggregate amount of attachments or judgment Liens must not secure obligations in excess of $10,000,000 at any time; (f) Liens existing (i) on any property or assets existing asset of a Person at the time that Person becomes a Subsidiary of their acquisition and Liens on any property or assets acquired, constructed or improved which are created contemporaneously is merged with or within 180 days after (into the Company or created pursuant to financing arrangements, a firm commitment for which is obtained within 180 days after) the completion of such acquisition, improvement or construction to secure or provide for payment Subsidiary of the purchase price of property Company or &&sets acquired or the cost of such construction or improvement, including Liens arising in connection with cross-border or defeased lease arrangements; if (i) such Lien shall be limited to the property so acquired or constructed or to the improvements so made, (ii) the amount of the obligations or indebtedness secured by such Lien shall not be increased after the date of the acquisition of such property or the completion of such improvements or construction except to the extent additional construction or improvements shall be made to such property after the date of such acquisition or the making of such improvements or construction, and (iii) in each instance where the obligation or indebtedness secured by such Lien shall constitute an obligation or indebtedness of, or is assumed by, the Company or such Subsidiary, the principal amount of the obligation or indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (as determined in good faith by the Board of Directors), whichever shall be lower, of the property, construction or improvements at the time of the acquisition by the Company or completion thereofa Subsidiary of any property or asset, provided that (A) those Liens are not created, incurred or assumed in contemplation of that purchase, merger, consolidation, acquisition or other event, (B) the Liens are confined solely to the property or asset so acquired, and (C) all of those properties and assets do not secure more than $10,000,000 in aggregate principal amount of Indebtedness; (3g) statutory Liens for taxes or assessments or governmental charges or levies not then due of landlords and delinquent or the validity Liens of which shall be contested in good faith; and materialmen'scarriers, contractors, warehousemen, mechanics', carriers', workmen's, repairmen's, landlords' or materialmen and other like Liens securing obligations not overdue or which shall be contested imposed by applicable law, in good faitheach case, or deposits to obtain the release of such Liens; (4) pledges or deposits to secure public or statutory obligations or to secure payment of workmen's compensation or to secure performance in connection with tenders, leases of real property, bids or contracts or to secure (or in Xxxx of) surety or appeal bonds and pledges or deposits made incurred in the ordinary course of business for similar purposessums not yet due or that are subject to a Good Faith Contest; (5) any lease, regardless of the manner in which such lease shall be treated for accounting or tax purposes or any other purpose or any filing 1005 of or agreement to file any financing statement under the Uniform Commercial Code of any jurisdiction in respect of such lease; (6h) Liens (other than any Lien imposed by ERISA) incurred, or deposits made, in favor the ordinary course of a governmental unit business, (i) in connection with workers’ compensation, unemployment insurance, old age benefit and other types of social security, (ii) to secure payments under any contract or statute, (or to secure any indebtedness obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction, government or sales contracts and other similar obligations or (iii) otherwise to satisfy statutory or legal obligations; provided, that in each such case the Liens (A) were not incurred in financing the acquisition, construction or improvement of property subject thereto, including Liens on, and created or arising made in connection with the financing incurrence or maintenance of Indebtedness, the borrowing of money, the obtaining of advances or credit, and (B) do not in the aggregate materially detract from the value of the acquisition, construction property or improvement of, any facility used assets so encumbered or to be used materially impair the use thereof in the business operation of its business; (i) minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to use of real property, that are necessary for the conduct of the operations of the Company and its Subsidiaries or any Subsidiary through the issuance that customarily exist on properties of obligations defined entities engaged in Section 103(b)(2) of the Internal Revenue Code of 1954, as amended, (or any subsequently adopted provisions thereof defining similar obligations) the income from which shall be excludable from gross income by virtue of Sections 103(a) businesses and (b)(4), (b)(5) are similarly situated and (b)(6) of such Code (or any subsequently adopted provisions thereof providing for a specific exclusion from gross income); (7) easements or similar encumbrances, the existence of which that do not in any event materially impair the use of the Principal Property subject thereto for real property in the purposes for which it is held or was acquired,operations of the Company and its Subsidiaries; (8) j) Liens arising out as a result of the filing of any final judgment financing statement under any applicable state uniform commercial code or comparable Law of any jurisdiction covering consigned or leased goods, which do not constitute assets of the Company or its Subsidiaries and which is not intended as security; (k) Liens provided for in equipment leases (including financing statements and undertakings to file the payment of money aggregating same), provided that those Liens are limited to the equipment subject to the leases, accessions thereto and the proceeds thereof; (l) Liens on cash collateral not in excess of $10,000,000; or Liens arising out of any final judgment 12,000,000 in the aggregate securing outstanding New Israeli Shekel-denominated Indebtedness used solely for the payment of money provided such judgment is being contested in good faithhedging purposes; (9m) Liens on timberlands in or upon and any right of offset against, moneys, deposit balances, security or other property, or interests therein, held or received by or for or left in the possession or control of any lender (or any affiliate of such lender) in connection with an arrangement under which the Company working capital facilities, lines of credit, term loans or a Subsidiary is obligated to cut or pay for timber in order to provide the Lienholder with a specified amount of money, however determined; (10) Liens created or assumed other credit facilities entered into in the ordinary course of business, provided, however, that in no event shall (i) the business Company be subject to a minimum or compensating balance or similar arrangement or arrangement requiring it to maintain minimum cash funds or deposits with such lender or lenders or (ii) either the Company or any Subsidiary maintain in all of exploring forits respective accounts with all such lenders, developing at any time, overnight cleared cash balances in demand deposit accounts that are subject to set-off rights, in excess of $2,000,000 in the aggregate for all such respective accounts of either the Company or producing oilany such Subsidiary, gas as the case may be (in each case, other than, for the avoidance of doubt, any balances held in commercial paper or money market funds); (n) Liens in respect of Priority Debt permitted under paragraph 6B so long as those Liens do not secure Indebtedness owing in respect of the Credit Agreements or any other minerals (including borrowings agreement or agreements in connection therewith) onrespect of the Company’s primary bank facility or facilities. If, notwithstanding the prohibition contained herein, the Company or any Subsidiary creates, incurs, assumes, or suffers to exist any interest in, or on any proceeds from Lien other than those permitted by the sale of, property acquired for such purposes, production therefrom provisions (including the proceeds thereof), or material or equipment located thereon; and (11) Liens to extend, renew or replace any Liens referred to in clauses (1a) through (10) or this clause (11n) of this Subsection 1005(a) or paragraph 6C, the Company will take all actions as are necessary for the Notes to be secured equally and ratably with those obligations secured by the non-permitted Liens pursuant to agreements reasonably satisfactory to New York Life and the Required Holders. In any event, the Notes will have the benefit, to the fullest extent that, and with such priority as, the holders of the Notes may be entitled under applicable law to an equitable Lien existing on the date hereof.property. A violation of this paragraph 6C constitutes an Event of Default, whether or not provision is made for an equal and ratable Lien pursuant to this paragraph 6C.