Common use of Limitations upon Liens Clause in Contracts

Limitations upon Liens. Create, incur, assume or suffer to exist any Lien upon any its Property, whether now owned or hereafter acquired, except for the following: (a) Liens with respect to the payment of taxes, assessments or governmental charges in each case that are not yet due or that are being contested in good faith by appropriate proceedings and, if being contested, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (b) Liens of landlords arising by statute and liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other similar Liens, in each case (i) imposed by law or arising in the ordinary course of business, (ii) for amounts not yet due or that are being contested in good faith by appropriate proceedings and (iii) if being contested, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (c) deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) and surety, appeal, customs or performance bonds; (d) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way (including for pipeline purposes), utility easements, building restrictions, oil and gas leases, mineral reservations, mineral conveyances, mineral interests, water rights and other similar encumbrances on the use of real property not materially detracting from the value of such real property or not materially interfering with the ordinary conduct of the business conducted and proposed to be conducted at such real property; (e) encumbrances arising under leases or subleases of real property that do not, in the aggregate, materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property; (f) financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business other than through a Capital Lease; (g) Liens arising out of judgments and decrees not resulting in an Event of Default under Section 8.1(h); (h) Liens arising by virtue of any statutory or common law provision relating to (i) banker’s liens, rights of set-off or similar rights and (ii) Liens of depository or collecting banks on items in collection and any accompanying documents or the proceeds thereof; (i) licenses or sublicenses of intellectual property granted in the ordinary course of business; (j) Liens on securities that are the subject of repurchase agreements constituting cash equivalent investments; (k) Liens securing Indebtedness incurred pursuant to Section 7.1(f); provided, that (x) such Liens shall be created within 120 days after the acquisition of the assets financed by such Indebtedness and (y) such Liens do not at any time encumber any Property of the Parent Borrower or any Parent Borrower’s Subsidiary other than the Property financed by such Indebtedness and the proceeds thereof; provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; and (l) any other Lien if, at the time of, and after giving effect to, the creation or assumption of such Lien, the aggregate amount of all Indebtedness of the MLP, the Parent Borrower and their respective Subsidiaries secured by all such Liens do not exceed 10% of the Consolidated Net Tangible Assets of the MLP and its Subsidiaries.

Limitations upon Liens. Create, incur, assume or suffer to exist any Lien upon any its Property, whether now owned or hereafter acquired, except for the following: (a) Liens with respect to the payment of taxes, assessments or governmental charges in each case that are not yet due or that are being contested in good faith by appropriate proceedings and, if being contested, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (b) Liens of landlords arising by statute and liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other similar Liens, in each case (i) imposed by law or arising in the ordinary course of business, (ii) for amounts not yet due or that are being contested in good faith by appropriate proceedings and (iii) if being contested, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (c) deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) and surety, appeal, customs or performance bonds; (d) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way (including for pipeline purposes), utility easements, building restrictions, oil and gas leases, mineral reservations, mineral conveyances, mineral interests, water rights restrictions and other similar encumbrances on the use of real property not materially detracting from the value of such real property or not materially interfering with the ordinary conduct of the business conducted and proposed to be conducted at such real property; (e) encumbrances arising under leases or subleases of real property that do not, in the aggregate, materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property; (f) financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business other than through a Capital Lease; (g) Liens arising out of judgments and decrees not resulting in an Event of Default under Section 8.1(h); (h) Liens arising by virtue of any statutory or common law provision relating to (i) banker’s liens, rights of set-off or similar rights and (ii) Liens of depository or collecting banks on items in collection and any accompanying documents or the proceeds thereof; (i) licenses or sublicenses of intellectual property granted in the ordinary course of business; (j) Liens on securities that are the subject of repurchase agreements constituting cash equivalent investments; (k) Liens securing Indebtedness incurred pursuant to Section 7.1(f); provided, that (x) such Liens shall be created within 120 days after the acquisition of the assets financed by such Indebtedness and (y) such Liens do not at any time encumber any Property of the Parent Borrower or any Parent Borrower’s Subsidiary other than the Property financed by such Indebtedness and the proceeds thereof; provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; and (lh) any other Lien if, at the time of, and after giving effect to, the creation or assumption of such Lien, the aggregate amount of all Indebtedness of the MLP, the Parent Borrower and their respective Subsidiaries secured by all such Liens do not exceed 10% of the Consolidated Net Tangible Assets of the MLP Borrower and its Subsidiaries.

Limitations upon Liens. Create, incur, assume or suffer to exist any Lien upon any its Property, whether now owned or hereafter acquired, except for the following: (a) Liens with respect to the payment of taxes, assessments or governmental charges in each case that are not yet due or that are being contested in good faith by appropriate proceedings and, if being contested, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (b) Liens of landlords arising by statute and liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other similar Liens, in each case (i) imposed by law or arising in the ordinary course of business, (ii) for amounts not yet due or that are being contested in good faith by appropriate proceedings and (iii) if being contested, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (c) deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) and surety, appeal, customs or performance bonds; (d) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way (including for pipeline purposes), utility easements, building restrictions, oil and gas leases, mineral reservations, mineral conveyances, mineral interests, water rights and other similar encumbrances on the use of real property not materially detracting from the value of such real property or not materially interfering with the ordinary conduct of the business conducted and proposed to be conducted at such real property; (e) encumbrances arising under leases or subleases of real property that do not, in the aggregate, materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property; (f) financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business other than through a Capital Lease; (g) Liens arising out of judgments and decrees not resulting in an Event of Default under Section 8.1(h); (h) Liens arising by virtue of any statutory or common law provision relating to (i) banker’s liens, rights of set-off or similar rights and (ii) Liens of depository or collecting banks on items in collection and any accompanying documents or the proceeds thereof; (i) licenses or sublicenses of intellectual property granted in the ordinary course of business; (j) Liens on securities that are the subject of repurchase agreements constituting cash equivalent investments; (k) Liens securing Indebtedness incurred pursuant to Section 7.1(f); provided, that (x) such Liens shall be created within 120 days after the acquisition of the assets financed by such Indebtedness and (y) such Liens do not at any time encumber any Property of the Parent Borrower or any Parent Borrower’s Subsidiary other than the Property financed by such Indebtedness and the proceeds thereof; provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; and (lk) any other Lien if, at the time of, and after giving effect to, the creation or assumption of such Lien, the aggregate amount of all Indebtedness of the MLP, the Parent Borrower and their respective Subsidiaries secured by all such Liens do not exceed 10% of the Consolidated Net Tangible Assets of the MLP and its Subsidiaries.

Limitations upon Liens. Create, incur, assume or suffer to exist any Lien upon any its Property, whether now owned or hereafter acquired, except for the following: (a) Liens with respect to the payment of taxes, assessments or governmental charges in each case that are not yet due or that are being contested in good faith by appropriate proceedings and, if being contested, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (b) Liens of landlords arising by statute and liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other similar Liens, in each case (i) imposed by law or arising in the ordinary course of business, (ii) for amounts not yet due or that are being contested in good faith by appropriate proceedings and (iii) if being contested, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (c) deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) and surety, appeal, customs or performance bonds; (d) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way (including for pipeline purposes), utility easements, building restrictions, oil and gas leases, mineral reservations, mineral conveyances, mineral interests, water rights restrictions and other similar encumbrances on the use of real property not materially detracting from the value of such real property or not materially interfering with the ordinary conduct of the business conducted and proposed to be conducted at such real property; (e) encumbrances arising under leases or subleases of real property that do not, in the aggregate, materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property; (f) financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business other than through a Capital Lease; (g) Liens arising out of judgments and decrees not resulting in an Event of Default under Section 8.1(h); (h) Liens arising by virtue of any statutory or common law provision relating to (i) banker’s liens, rights of set-off or similar rights and (ii) Liens of depository or collecting banks on items in collection and any accompanying documents or the proceeds thereof; (i) licenses or sublicenses of intellectual property granted in the ordinary course of business; (j) Liens on securities that are the subject of repurchase agreements constituting cash equivalent investments; (k) Liens securing Indebtedness incurred pursuant to Section 7.1(f); provided, that (x) such Liens shall be created within 120 days after the acquisition of the assets financed by such Indebtedness and (y) such Liens do not at any time encumber any Property of the Parent Borrower or any Parent Borrower’s Subsidiary other than the Property financed by such Indebtedness and the proceeds thereof; provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; and (lh) any other Lien if, at the time of, and after giving effect to, the creation or assumption of such Lien, the aggregate amount of all Indebtedness of the MLP, the Parent Borrower and their respective Subsidiaries secured by all such Liens do not exceed 10% of the Consolidated Net Tangible Assets of the MLP Parent Borrower and its Subsidiaries.

Limitations upon Liens. Create, incur, assume or suffer to exist any Lien upon any its Property, whether now owned or hereafter acquired, except for the following: (a) Liens with respect to the payment of taxesTaxes, assessments or governmental charges in each case that are not yet due or that are being contested in good faith by appropriate proceedings and, if being contested, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (b) Liens of landlords arising by statute and liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other similar Liens, in each case (i) imposed by law or arising in the ordinary course of business, (ii) for amounts not yet due or that are being contested in good faith by appropriate proceedings and (iii) if being contested, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (c) deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) and surety, appeal, customs or performance bonds; (d) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way (including for pipeline purposes), utility easements, building restrictions, oil and gas leases, mineral reservations, mineral conveyances, mineral interests, water rights and other similar encumbrances on the use of real property not materially detracting from the value of such real property or not materially interfering with the ordinary conduct of the business conducted and proposed to be conducted at such real property; (e) encumbrances arising under leases or subleases of real property that do not, in the aggregate, materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property; (f) financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business other than through a Capital Lease; (g) Liens arising out of judgments and decrees not resulting in an Event of Default under Section 8.1(h); (h) Liens arising by virtue of any statutory or common law provision relating to (i) banker’s liens, rights of set-off or similar rights and (ii) Liens of depository or collecting banks on items in collection and any accompanying documents or the proceeds thereof; (i) licenses or sublicenses of intellectual property granted in the ordinary course of business; (j) Liens on securities that are the subject of repurchase agreements constituting cash equivalent investments; (k) Liens securing Indebtedness incurred pursuant to Section 7.1(f); provided, that (x) such Liens shall be created within 120 days after the acquisition of the assets financed by such Indebtedness and (y) such Liens do not at any time encumber any Property of the Parent Borrower or any Parent Borrower’s Subsidiary other than the Property financed by such Indebtedness and the proceeds thereof; provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; and (l) any other Lien if, at the time of, and after giving effect to, the creation or assumption of such Lien, the aggregate amount of all Indebtedness of the MLPGuarantor, the Parent Borrower and their respective Subsidiaries secured by all such Liens do not exceed 10% of the Consolidated Net Tangible Assets of the MLP Guarantor and its Subsidiaries.

Limitations upon Liens. Create, incur, assume or suffer to exist any Lien upon any its Property, whether now owned or hereafter acquired, except for the following: (a) Liens with respect to the payment of taxes, assessments or governmental charges in each case that are not yet due or that are being contested in good faith by appropriate proceedings and, if being contested, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (b) Liens of landlords arising by statute and liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other similar Liens, in each case (i) imposed by law or arising in the ordinary course of business, (ii) for amounts not yet due or that are being contested in good faith by appropriate proceedings and (iii) if being contested, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (c) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) and surety, appeal, customs or performance bonds; (d) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way (including for pipeline purposes), utility easements, building restrictions, oil and gas leases, mineral reservations, mineral conveyances, mineral interests, water rights rights, agreements and other similar encumbrances on the use of real property not materially detracting from the value of such real property or not materially interfering with the ordinary conduct of the business conducted and proposed to be conducted at such real property; (e) encumbrances arising under leases or subleases of real property that do not, in the aggregate, materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property; (f) financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business other than through a Capital Lease; (g) Liens arising out of judgments and decrees not resulting in an Event of Default under Section 8.1(h); (h) Liens arising by virtue of any statutory or common law provision relating to (i) banker’s liens, rights of set-off or similar rights and (ii) Liens of depository or collecting banks on items in collection and any accompanying documents or the proceeds thereof; (i) licenses or sublicenses of intellectual property granted in the ordinary course of business; (j) Liens on securities that are the subject of repurchase agreements constituting cash equivalent investments; (k) the Liens securing Indebtedness incurred pursuant listed on Schedule 7.2 which are to Section 7.1(f); providedbe released on or about the Effective Date, that so long as (xi) such Liens shall be created within 120 days after the acquisition of full principal amount and all other obligations secured thereby have been paid in full, (ii) there remains no commitment to extend credit under the assets financed by such Indebtedness respective facilities and (yiii) such Liens do not at any time encumber any Property of the Parent Borrower or any Parent Borrower’s Subsidiary other than the Property financed by such Indebtedness and the proceeds thereof; provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lenderrespective facilities have been terminated; and (li) if the Borrower is not a Subsidiary of the MLP, any other Lien if, at the time of, and after giving effect to, the creation or assumption of such Lien, the aggregate amount of all Indebtedness of the Borrower and its Subsidiaries secured by all such Liens do not exceed $25,000,000 and (ii) if the Borrower is a Subsidiary of the MLP, any other Lien if, at the Parent time of, and after giving effect to, the creation or assumption of such Lien, the aggregate amount of all Indebtedness of the Borrower and their respective its Subsidiaries secured by all such Liens do not exceed 10% of the Consolidated Net Tangible Assets of the MLP Borrower and its Subsidiaries.

Limitations upon Liens. Create, incur, assume or suffer to exist any Lien upon any its Property, whether now owned or hereafter acquired, except for the following: (a) Liens with respect to the payment of taxes, assessments or governmental charges in each case that are not yet due or that are being contested in good faith by appropriate proceedings and, if being contested, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;; Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 ----- (b) Liens of landlords arising by statute and liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other similar Liens, in each case (i) imposed by law or arising in the ordinary course of business, (ii) for amounts not yet due or that are being contested in good faith by appropriate proceedings and (iii) if being contested, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (c) deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) and surety, appeal, customs or performance bonds; (d) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way (including for pipeline purposes), utility easements, building restrictions, oil and gas leases, mineral reservations, mineral conveyances, mineral interests, water rights restrictions and other similar encumbrances on the use of real property not materially detracting from the value of such real property or not materially interfering with the ordinary conduct of the business conducted and proposed to be conducted at such real property; (e) encumbrances arising under leases or subleases of real property that do not, in the aggregate, materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property; (f) financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business other than through a Capital Lease; (g) Liens arising out of judgments and decrees not resulting in an Event of Default under Section 8.1(h); (h) Liens arising by virtue of any statutory or common law provision relating to (i) banker’s liens, rights of set-off or similar rights and (ii) Liens of depository or collecting banks on items in collection and any accompanying documents or the proceeds thereof; (i) licenses or sublicenses of intellectual property granted in the ordinary course of business; (j) Liens on securities that are the subject of repurchase agreements constituting cash equivalent investments; (k) Liens securing Indebtedness incurred pursuant to Section 7.1(f); provided, that (x) such Liens shall be created within 120 days after the acquisition of the assets financed by such Indebtedness and (y) such Liens do not at any time encumber any Property of the Parent Borrower or any Parent Borrower’s Subsidiary other than the Property financed by such Indebtedness and the proceeds thereof; provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; and (lh) any other Lien if, at the time of, and after giving effect to, the creation or assumption of such Lien, the aggregate amount of all Indebtedness of the MLP, the Parent Borrower and their respective Subsidiaries secured by all such Liens do not exceed 10% of the Consolidated Net Tangible Assets of the MLP Parent Borrower and its Subsidiaries.

Limitations upon Liens. Create, incur, assume or suffer to exist any Lien upon any its Property, whether now owned or hereafter acquired, except for the following: (a) Liens with respect to the payment of taxes, assessments or governmental charges in each case that are not yet due or that are being contested in good faith by appropriate proceedings and, if being contested, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (b) Liens of landlords arising by statute and liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other similar Liens, in each case (i) imposed by law or arising in the ordinary course of business, (ii) for amounts not yet due or that are being contested in good faith by appropriate proceedings and (iii) if being contested, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (c) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) and surety, appeal, customs or performance bonds; (d) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way (including for pipeline purposes), utility easements, building restrictions, oil and gas leases, mineral reservations, mineral conveyances, mineral interests, water rights rights, agreements and other similar encumbrances on the use of real property not materially detracting from the value of such real property or not materially interfering with the ordinary conduct of the business conducted and proposed to be conducted at such real property; (e) encumbrances arising under leases or subleases of real property that do not, in the aggregate, materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property; (f) financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business other than through a Capital Lease; (g) Liens arising out of judgments and decrees not resulting in an Event of Default under Section 8.1(h);; and (h) Liens arising by virtue of any statutory or common law provision relating to (i) banker’s liens, rights of set-off or similar rights and (ii) Liens of depository or collecting banks on items in collection and any accompanying documents or the proceeds thereof; (i) licenses or sublicenses of intellectual property granted in the ordinary course of business; (j) Liens on securities that are the subject of repurchase agreements constituting cash equivalent investments; (k) the Liens securing Indebtedness incurred pursuant listed on Schedule 7.2 which are to Section 7.1(f); providedbe released on or about the Effective Date, that so long as (xi) such Liens shall be created within 120 days after the acquisition full principal amount and all other obligations secured thereby have been paid in full, (ii) there remains no commitment to extend credit under the respective facilities and (iii) the respective facilities have been terminated; (i) if the Borrower is not a Subsidiary of the assets financed by such Indebtedness and (y) such Liens do not at any time encumber any Property of the Parent Borrower or any Parent Borrower’s Subsidiary other than the Property financed by such Indebtedness and the proceeds thereof; providedMLP, further, that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; and (l) any other Lien if, at the time of, and after giving effect to, the creation or assumption of such Lien, the aggregate amount of all Indebtedness of the Borrower and its Subsidiaries secured by all such Liens do not exceed $25,000,000 and (ii) if the Borrower is a Subsidiary of the MLP, any other Lien if, at the Parent time of, and after giving effect to, the creation or assumption of such Lien, the aggregate amount of all Indebtedness of the Borrower and their respective its Subsidiaries secured by all such Liens do not exceed 10% of the Consolidated Net Tangible Assets of the MLP Borrower and its Subsidiaries.