Common use of Mortgages, Liens, Etc Clause in Contracts

Mortgages, Liens, Etc. The Borrower will not, directly or indirectly, create, incur, assume or suffer to exist, any mortgage, lien, charge or encumbrance on, or security interest in, or pledge of, or conditional sale or other title retention agreement (collectively, "LIENS") on any of the securities or other assets owned by the Borrower except: (a) Liens arising in the ordinary course of the Borrower's business out of or in connection with Financial Contracts, but only to the extent that the same are permitted by the provisions of the Borrower's Prospectus; (b) Liens for taxes not yet delinquent or that are being contested in good faith; Liens in connection with workmen's compensation, unemployment insurance or other social security obligations; and other Liens or encumbrances incidental to the conduct of the business of the Borrower or to the ownership of its properties or assets, which were not incurred in connection with the borrowing of money or the obtaining of credit and which do not materially detract from the value of the properties or assets of the Borrower or materially affect the use thereof in the operation of its business; (c) Judgment liens in the aggregate at any time outstanding for an amount not in excess of five percent (5%) of the Borrower's Total Assets (exclusive of amounts covered by available insurance), provided that each such Lien is discharged or the execution thereof is stayed pending appeal within thirty (30) days after the attachment of such Lien or such Lien is discharged within thirty (30) days after the expiration of any such stay; (d) Liens granted to the Custodian of the Borrower's securities pursuant to the custodianship agreement between the Custodian and the Borrower solely as security for the Borrower's obligations to the Custodian under such agreement, as in effect from time to time.

Mortgages, Liens, Etc. The Borrower will not, directly and will not permit any Subsidiary to, create or indirectlypermit to exist any Lien (including the charge upon assets purchased under a conditional sales agreement, create, incur, assume or suffer to exist, any purchase money mortgage, lien, charge or encumbrance on, or security interest in, or pledge of, or conditional sale agreement or other title retention agreement (collectively, "LIENS"agreement) on upon any of the securities its respective assets, whether now owned or other assets owned by the Borrower hereafter acquired, or assign or otherwise convey any right to receive income, except: (a) Liens arising in the ordinary course of the Borrower's business out of or in connection with Financial Contracts, but only to the extent that the same are permitted by the provisions of the Borrower's Prospectus; (b) Liens for taxes not yet delinquent due or that are being contested in good faith; Liens in connection with workmen's compensation, unemployment insurance or other social security obligations; and faith by appropriate proceedings; (b) other Liens or encumbrances incidental to the conduct of the its business of the Borrower or to the ownership of its properties or assets, which assets that were not incurred in connection with the borrowing of money or the obtaining of credit advances or credit, and which that do not in the aggregate materially detract from the value of the properties or such assets of the Borrower or materially affect impair the use thereof in the operation of its such business; (c) Judgment liens in the aggregate at any time outstanding for an amount not in excess Liens on assets of five percent (5%) of the Borrower's Total Assets (exclusive of amounts covered by available insurance), provided that each such Lien is discharged or the execution thereof is stayed pending appeal within thirty (30) days after the attachment a Subsidiary to secure obligations of such Lien Subsidiary to the Borrower or such Lien is discharged within thirty (30) days after the expiration of any such stay;another Subsidiary; and (d) Liens granted to on property existing at the Custodian time of acquisition thereof by the Borrower or any Subsidiary, including without limitation, any property acquired by the Borrower in consummating and finalizing any of the Borrower's securities pursuant to the custodianship agreement between the Custodian and Pending Acquisitions, or purchase money Liens placed on an item of real or personal property purchased by the Borrower solely as security for or any Subsidiary to secure a portion of the Borrower's obligations to purchase price of such property, PROVIDED THAT no such Lien may encumber or cover any other property of the Custodian under such agreement, as in effect from time to timeBorrower or any Subsidiary.

Mortgages, Liens, Etc. The Borrower will not, directly and will not permit any Subsidiary to, create or indirectlypermit to exist any Lien (including the charge upon assets purchased under a conditional sales agreement, create, incur, assume or suffer to exist, any purchase money mortgage, lien, charge or encumbrance on, or security interest in, or pledge of, or conditional sale agreement or other title retention agreement (collectively, "LIENS"agreement) on upon any of the securities its respective assets, whether now owned or other assets owned by the Borrower hereafter acquired, or assign or otherwise convey any right to receive income, except: (a) Liens arising in the ordinary course of the Borrower's business out of or in connection with Financial Contracts, but only to the extent that the same are permitted by the provisions of the Borrower's Prospectus; (b) Liens for taxes not yet delinquent due or that are being contested in good faith; Liens in connection with workmen's compensation, unemployment insurance or other social security obligations; and faith by appropriate proceedings; (b) other Liens or encumbrances incidental to the conduct of the its business of the Borrower or to the ownership of its properties or assets, which assets that were not incurred in connection with the borrowing of money or the obtaining of credit advances or credit, and which that do not in the aggregate materially detract from the value of the properties or such assets of the Borrower or materially affect impair the use thereof in the operation of its such business; (c) Judgment liens in the aggregate at any time outstanding for an amount not in excess Liens on assets of five percent (5%) of the Borrower's Total Assets (exclusive of amounts covered by available insurance), provided that each such Lien is discharged or the execution thereof is stayed pending appeal within thirty (30) days after the attachment a Subsidiary to secure obligations of such Lien Subsidiary to the Borrower or such Lien is discharged within thirty (30) days after the expiration of any such stay;another Subsidiary; and (d) Liens granted to on property existing at the Custodian time of acquisition thereof by the Borrower or any Subsidiary, including without limitation, any property acquired by the Borrower in consummating and finalizing any of the Borrower's securities pursuant to the custodianship agreement between the Custodian and Pending Acquisitions, or purchase money Liens placed on an item of real or personal property purchased by the Borrower solely as security for or any Subsidiary to secure a portion of the Borrower's obligations to purchase price of such property, provided that no such Lien may encumber or cover any other property of the Custodian under such agreement, as in effect from time to timeBorrower or any Subsidiary.

Mortgages, Liens, Etc. The Borrower will not, directly and will not permit any Subsidiary to, create or indirectlypermit to exist any Lien (including the charge upon assets purchased under a conditional sales agreement, create, incur, assume or suffer to exist, any purchase money mortgage, lien, charge or encumbrance on, or security interest in, or pledge of, or conditional sale agreement or other title retention agreement (collectively, "LIENS"agreement) on upon any of the securities its respective assets, whether now owned or other assets owned by the Borrower hereafter acquired, or assign or otherwise convey any right to receive income, except: (a) Liens arising in the ordinary course of the Borrower's business out of or in connection with Financial Contracts, but only to the extent that the same are permitted by the provisions of the Borrower's Prospectus; (b) Liens for taxes not yet delinquent due or that are being contested in good faith; Liens in connection with workmen's compensation, unemployment insurance or other social security obligations; and faith by appropriate proceedings; (b) other Liens or encumbrances incidental to the conduct of the its business of the Borrower or to the ownership of its properties or assets, which assets that were not incurred in connection with the borrowing of money or the obtaining of credit advances or credit, and which that do not in the aggregate materially detract from the value of the properties or such assets of the Borrower or materially affect impair the use thereof in the operation of its such business; (c) Judgment liens in the aggregate at any time outstanding for an amount not in excess Liens on assets of five percent (5%) of the Borrower's Total Assets (exclusive of amounts covered by available insurance), provided that each such Lien is discharged or the execution thereof is stayed pending appeal within thirty (30) days after the attachment a Subsidiary to secure obligations of such Lien Subsidiary to the Borrower or such Lien is discharged within thirty (30) days after the expiration of any such stay;another Subsidiary; and (d) Liens granted to on property existing at the Custodian time of acquisition thereof by the Borrower or any Subsidiary, including without limitation, (i) any property acquired by the Borrower in consummating and finalizing any of the Borrower's securities pursuant Prior Acquisitions, (ii) any Liens existing on any property of Panhandle Eastern or any of its Subsidiaries to secure existing Debt of Panhandle Eastern or any of its Subsidiaries as of the custodianship agreement between Closing Date, and (iii) any Liens against any property of Panhandle Eastern or any of its Subsidiaries to secure Panhandle Eastern Refinancing Debt (provided such Liens are limited to property of Panhandle Eastern or any of its Subsidiaries securing the Custodian and Debt so extended, refinanced, renewed, replaced, defeased or refunded), or purchase money Liens placed on an item of real or personal property purchased by the Borrower solely as security for or any Subsidiary to secure a portion of the Borrower's obligations to purchase price of such property; provided that no such Lien may encumber or cover any other property of the Custodian under such agreement, as in effect from time to timeBorrower or any Subsidiary.

Mortgages, Liens, Etc. The Borrower will not, directly or indirectly, create, incur, assume or suffer to exist, any mortgage, lien, charge or encumbrance on, or security interest in, or pledge of, or conditional sale or other title retention agreement (collectivelywith respect to, "LIENS") on any of the securities property or other assets asset now owned or hereafter acquired by the Borrower Borrower, except: (a) Liens arising any lien in the ordinary course favor of the Borrower's business out of or in connection with Financial Contracts, but only Bank securing Indebtedness to the extent that the same are permitted by the provisions of the Borrower's ProspectusBank incurred pursuant to this Agreement; (b) the existing mortgages and security interests referred to in Schedule (c) purchase money mortgages, liens and other security interests, including Capital Leases, created in respect of property acquired by the Borrower after the date hereof or existing in respect of property so acquired at the time of acquisition thereof, provided that each such lien shall at all times be confined solely to the item or items of property so acquired and do not secure Indebtedness exceeding the fair value of the property at the time of acquisition thereof, and further provided that the payment and amount of the Indebtedness secured by all such security interests and Capital Leases does not exceed $150,000 at any given time; and (d) Liens for taxes taxes, assessments or governmental charges not yet delinquent or that are being contested in good faithfaith as provided in subsection 5.5 and so long as enforcement of any Lien therefor is effectively stayed; Liens liens in connection with workmen's worker’s compensation, unemployment insurance or other social security obligations; liens securing the performance of bids, tenders, contracts, surety and appeal bonds; liens to secure progress or partial payments and other Liens liens of like nature, in each case, arising in the ordinary course of business; mechanics’, worker’s, materialmen’s, warehouseman’s or other like liens arising in the ordinary course of business in respect of obligations which are not yet due or which are being contested in good faith; and other liens or encumbrances incidental to the conduct of the business of the Borrower or to the ownership of its properties or assets, which were not incurred in connection with the borrowing of money or the obtaining of credit and which do not materially detract from the value of the properties or assets of the Borrower or materially affect the use thereof in the operation of its business; (c) Judgment liens in the aggregate at any time outstanding for an amount not in excess of five percent (5%) of the Borrower's Total Assets (exclusive of amounts covered by available insurance), provided that each such Lien is discharged or the execution thereof is stayed pending appeal within thirty (30) days after the attachment of such Lien or such Lien is discharged within thirty (30) days after the expiration of any such stay; (d) Liens granted to the Custodian of the Borrower's securities pursuant to the custodianship agreement between the Custodian and the Borrower solely as security for the Borrower's obligations to the Custodian under such agreement, as in effect from time to time.

Mortgages, Liens, Etc. The Borrower will not, directly and will not permit any Subsidiary to, create or indirectlypermit to exist any Lien (including the charge upon assets purchased under a conditional sales agreement, create, incur, assume or suffer to exist, any purchase money mortgage, lien, charge or encumbrance on, or security interest in, or pledge of, or conditional sale agreement or other title retention agreement (collectively, "LIENS"agreement) on upon any of the securities its respective assets, whether now owned or other assets owned by the Borrower hereafter acquired, or assign or otherwise convey any right to receive income, except: (a) Liens arising in the ordinary course of the Borrower's business out of or in connection with Financial Contracts, but only to the extent that the same are permitted by the provisions of the Borrower's Prospectus; (b) Liens for taxes not yet delinquent due or that are being contested in good faith; Liens in connection with workmen's compensation, unemployment insurance or other social security obligations; and faith by appropriate proceedings; (b) other Liens or encumbrances incidental to the conduct of the its business of the Borrower or to the ownership of its properties or assets, which assets that were not incurred in connection with the borrowing of money or the obtaining of credit advances or credit, and which that do not in the aggregate materially detract from the value of the properties or such assets of the Borrower or materially affect impair the use thereof in the operation of its such business; (c) Judgment liens Liens on assets of a Subsidiary to secure obligations of such Subsidiary to the Borrower or another Subsidiary; and (i) Liens on property existing at the time of acquisition thereof by the Borrower or any Subsidiary, including without limitation, (A) any property acquired by the Borrower in the aggregate at consummating and finalizing any time outstanding for an amount not in excess of five percent (5%) of the BorrowerPrior Acquisitions, (B) any Liens existing on any property of Panhandle Eastern or any of its Subsidiaries to secure existing Debt of Panhandle Eastern or any of its Subsidiaries as of September 29, 2005, and (C) any Liens against any property of Panhandle Eastern or any of its Subsidiaries to secure Panhandle Eastern Refinancing Debt (provided such Liens are limited to property of Panhandle Eastern or any of its Subsidiaries securing the Debt so extended, refinanced, renewed, replaced, defeased or refunded), or (ii) purchase money Liens placed on an item of real or personal property purchased by the Borrower or any Subsidiary to secure a portion of the purchase price of such property; provided that no such Lien may encumber or cover any other property of the Borrower or any Subsidiary. (e) Liens for taxes, assessments and governmental charges or levies imposed upon a Person or such person's Total Assets income or profits or property, if the same are not yet due and payable or if the same are being contested in good faith and as to which adequate cash reserves have been provided, (exclusive f) Liens arising from good faith deposits in connection with tenders, leases, real estate bids or contracts (other than contracts involving the borrowing of amounts covered money), pledges or deposits to secure public or statutory obligations and deposits to secure (or in lieu of) surety, stay, appeal or custom bonds and deposits to secure the payment of taxes, assessments, custom duties or other similar charges, (g) encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real property for the purposes intended, and none of which is violated by available insurance)existing or proposed structures or land use, (h) Liens existing on property acquired by the Borrower or any of its Subsidiaries at the time of acquisition, provided that each such Lien is discharged or the execution thereof is stayed pending appeal within thirty (30) days after the attachment Liens were not created in contemplation of such Lien or such Lien is discharged within thirty (30) days after acquisition and do not extend to any assets other than the expiration of any such stay;property so acquired; and (di) any other Liens granted to (other than the Custodian Liens described in clauses (a) through (g) above, inclusive), if the aggregate amount of the Borrower's securities pursuant to the custodianship agreement between the Custodian and the Borrower solely as security for the Borrower's all obligations to the Custodian under secured by such agreement, as in effect from Liens does not exceed $50,000,000 at any one time to timeoutstanding.

Mortgages, Liens, Etc. The Borrower will not, directly and will not permit any Subsidiary to, create or indirectlypermit to exist any Lien (including the charge upon assets purchased under a conditional sales agreement, create, incur, assume or suffer to exist, any purchase money mortgage, lien, charge or encumbrance on, or security interest in, or pledge of, or conditional sale agreement or other title retention agreement (collectively, "LIENS"agreement) on upon any of the securities its respective assets, whether now owned or other assets owned by the Borrower hereafter acquired, or assign or otherwise convey any right to receive income, except: (a) Liens arising in the ordinary course of the Borrower's business out of or in connection with Financial Contracts, but only to the extent that the same are permitted by the provisions of the Borrower's Prospectus; (b) Liens for taxes not yet delinquent due or that are being contested in good faith; Liens in connection with workmen's compensation, unemployment insurance or other social security obligations; and faith by appropriate proceedings; (b) other Liens or encumbrances incidental to the conduct of the its business of the Borrower or to the ownership of its properties or assets, which assets that were not incurred in connection with the borrowing of money or the obtaining of credit advances or credit, and which that do not in the aggregate materially detract from the value of the properties or such assets of the Borrower or materially affect impair the use thereof in the operation of its such business; (c) Judgment liens in the aggregate at any time outstanding for an amount not in excess Liens on assets of five percent (5%) of the Borrower's Total Assets (exclusive of amounts covered by available insurance), provided that each such Lien is discharged or the execution thereof is stayed pending appeal within thirty (30) days after the attachment a Subsidiary to secure obligations of such Lien Subsidiary to the Borrower or such Lien is discharged within thirty (30) days after the expiration of any such stayanother Subsidiary; (d) Liens granted on property existing at the time of acquisition thereof by the Borrower or any Subsidiary, including without limitation, (i) any property acquired by the Borrower in consummating and finalizing the Prior Acquisitions, or (ii) purchase money Liens placed on an item of real or personal property purchased by the Borrower or any Subsidiary to the Custodian secure a portion of the Borrower's securities pursuant to the custodianship agreement between the Custodian and purchase price of such property; provided that no such Lien may encumber or cover any other property of the Borrower solely or any Subsidiary; (e) Liens for taxes, assessments and governmental charges or levies imposed upon a Person or such person’s income or profits or property, if the same are not yet due and payable or if the same are being contested in good faith and as security to which adequate cash reserves have been provided; (f) Liens arising from good faith deposits in connection with tenders, leases, real estate bids or contracts (other than contracts involving the borrowing of money), pledges or deposits to secure public or statutory obligations and deposits to secure (or in lieu of) surety, stay, appeal or custom bonds and deposits to secure the payment of taxes, assessments, custom duties or other similar charges; (g) encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real property for the Borrower's purposes intended, and none of which is violated by existing or proposed structures or land use; (h) Liens existing on property acquired by the Borrower or any of its Subsidiaries at the time of acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired; (i) any other Liens (other than the Liens described in clauses (a) through (g) above, inclusive), if the aggregate amount of all obligations to the Custodian under secured by such agreement, as Liens does not exceed $75,000,000 at any one time outstanding; and (j) Liens arising in effect from time to timeconnection with any Receivables Purchase and Sale Agreement.

Mortgages, Liens, Etc. The Borrower will not, directly and will not permit any Subsidiary to, create or indirectlypermit to exist any Lien (including the charge upon assets purchased under a conditional sales agreement, create, incur, assume or suffer to exist, any purchase money mortgage, lien, charge or encumbrance on, or security interest in, or pledge of, or conditional sale agreement or other title retention agreement (collectively, "LIENS"agreement) on upon any of the securities its respective assets, whether now owned or other assets owned by the Borrower hereafter acquired, or assign or otherwise convey any right to receive income, except: (a) Liens arising in the ordinary course of the Borrower's business out of or in connection with Financial Contracts, but only to the extent that the same are permitted by the provisions of the Borrower's Prospectus; (b) Liens for taxes not yet delinquent due or that are being contested in good faith; Liens in connection with workmen's compensation, unemployment insurance or other social security obligations; and faith by appropriate proceedings; (b) other Liens or encumbrances incidental to the conduct of the its business of the Borrower or to the ownership of its properties or assets, which assets that were not incurred in connection with the borrowing of money or the obtaining of credit advances or credit, and which that do not in the aggregate materially detract from the value of the properties or such assets of the Borrower or materially affect impair the use thereof in the operation of its such business; (c) Judgment liens in the aggregate at any time outstanding for an amount not in excess Liens on assets of five percent (5%) of the Borrower's Total Assets (exclusive of amounts covered by available insurance), provided that each such Lien is discharged or the execution thereof is stayed pending appeal within thirty (30) days after the attachment a Subsidiary to secure obligations of such Lien Subsidiary to the Borrower or such Lien is discharged within thirty (30) days after the expiration of any such stayanother Subsidiary; (d) Liens granted on property existing at the time of acquisition thereof by the Borrower or any Subsidiary, including without limitation, (i) any property acquired by the Borrower in consummating and finalizing the Prior Acquisitions, or (ii) purchase money Liens placed on an item of real or personal property purchased by the Borrower or any Subsidiary to the Custodian secure a portion of the Borrower's securities pursuant to the custodianship agreement between the Custodian purchase price of such property; provided that such Liens were not created in contemplation of such acquisition and no such Lien may encumber or cover any other property of the Borrower solely or any Subsidiary; (e) Liens for taxes, assessments and governmental charges or levies imposed upon a Person or such person’s income or profits or property, if the same are not yet due and payable or if the same are being contested in good faith and as security to which adequate cash reserves have been provided; (f) Liens arising from good faith deposits in connection with tenders, leases, real estate bids or contracts (other than contracts involving the borrowing of money), pledges or deposits to secure public or statutory obligations and deposits to secure (or in lieu of) surety, stay, appeal or custom bonds and deposits to secure the payment of taxes, assessments, custom duties or other similar charges; (g) encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real property for the Borrower's purposes intended, and none of which is violated by existing or proposed structures or land use; (h) any other Liens (other than the Liens described in clauses (a) through (g) above, inclusive), if the aggregate amount of all obligations to the Custodian under secured by such agreement, as Liens does not exceed $75,000,000 at any one time outstanding; and (i) Liens arising in effect from time to timeconnection with any Receivables Purchase and Sale Agreement.

Mortgages, Liens, Etc. The Borrower will not, directly or indirectly, not create, incur, assume or suffer to exist, exist any mortgage, lienpledge, security interest, encumbrance, lien or charge of any kind upon any of the Borrower's properties or encumbrance onassets of any character, whether owned at the date hereof or hereafter acquired, or security interest in, hold or pledge of, acquire any Real Property or assets of any character under conditional sale sales or other title retention agreement (collectivelyagreements, "LIENS") on any of the securities or other assets owned by the Borrower except: (a) Mortgages, liens, pledges and security interests in favor of the Lender; (b) The Chase Federal Loans subject, however, to the terms of the Tri-Party Agreement; (i) Liens arising out of judgments or awards in respect of which the Borrower shall in good faith be prosecuting an appeal or proceedings for review and in respect of which the Borrower shall have secured a subsisting stay of execution pending such appeal or procedures for review, provided the Borrower shall have set aside on its books adequate reserves with respect to such judgment or award; (ii) liens for taxes, assessments or governmental charges or levies, provided payment thereof shall not at the time be required in accordance with the provisions of Section 8.4; (iii) deposits, liens or pledges to secure payments of worker's compensation, unemployment insurance, old age pensions or other social security obligations or the performance of bids, tenders, leases, contracts (other than contracts for the payment of money), public or statutory obligations, surety, stay or appeal bonds or other similar obligations arising in the ordinary course of the Borrower's business out of business; (iv) mechanics', workmens', repairmens' warehousemans', vendors' or in connection with Financial Contracts, but only to the extent that the same are permitted by the provisions of the Borrower's Prospectus; (b) Liens for taxes not yet delinquent or that are being contested in good faith; Liens in connection with workmen's compensation, unemployment insurance carriers' liens or other social security obligationssimilar liens arising in the ordinary course of business which have been transferred to bond as required herein; (v) statutory landlords' liens under leases to which the Borrower is a party; and other Liens (vi) zoning restrictions, easements, license restrictions on the use of Real Property or encumbrances incidental to minor irregularities relating thereto which do not materially impair the conduct use of such Real Property in the operation of the business of the Borrower or to the ownership of its properties or assets, which were not incurred in connection with the borrowing of money or the obtaining of credit and which do not materially detract from the value of the properties or assets of the Borrower or materially affect the use thereof in the operation of its business; (c) Judgment liens in the aggregate at any time outstanding for an amount not in excess of five percent (5%) of the Borrower's Total Assets (exclusive of amounts covered by available insurance), provided that each such Lien is discharged Real Property or the execution thereof is stayed pending appeal within thirty (30) days after the attachment purpose of such Lien or such Lien is discharged within thirty (30) days after the expiration of any such stay;business; and (d) Liens granted to the Custodian of the Borrower's securities pursuant to the custodianship agreement between the Custodian and the Borrower solely as security for the Borrower's obligations to the Custodian under such agreement, as in effect from time to timeThe Permitted Title Exceptions.

Mortgages, Liens, Etc. The Borrower will notNeither the Company nor any Subsidiary will, directly or indirectly, create, incur, assume or suffer to exist, any mortgage, lien, charge or encumbrance on, or security interest in, or pledge of, or conditional sale or other title retention agreement (collectivelyincluding any Capital Lease) with respect to, "LIENS") on any of the securities property or other assets asset now owned or hereafter acquired by the Borrower Company, except: (a) Liens arising in the ordinary course of the Borrower's business out of or in connection with Financial Contracts, but only to the extent that the same are permitted by the provisions of the Borrower's ProspectusAny lien securing Revolvers; (b) Any lien securing Indebtedness to Dominion; (c) Liens for taxes not yet delinquent or that are being contested in good faithfaith as provided in Section 6.4; Liens liens in connection with workmen's compensation, unemployment insurance or other social security obligations; liens securing the performance of bids, tenders, contracts, surety and appeal bonds, liens to secure progress or partial payments and other Liens liens of like nature arising in the ordinary course of business; mechanics', workmen's, materialmen's or other like liens arising in the ordinary course of business in respect of obligations which are not yet due or which are being contested in good faith; and other liens or encumbrances incidental to the conduct of the business of the Borrower Company or to the ownership of its properties or assets, which were not incurred in connection with the borrowing of money or the obtaining of credit and which do not materially detract from the value of the properties or assets of the Borrower Company or materially affect the use thereof in the operation of its business; (cd) Judgment liens in the aggregate at Capital Leases permitted by Section 7.4; and (e) Any lien securing Indebtedness which Dominion elected not to extend; provided, however, that no lien or security interest securing any time outstanding for an amount not in excess of five percent (5%) such Indebtedness will extend to any of the BorrowerCollateral. Upon the Company's Total Assets (exclusive of amounts covered by available insurance)request, provided that each such Lien is discharged or the execution thereof is stayed pending appeal within thirty (30) days after the attachment of such Lien or such Lien is discharged within thirty (30) days after the expiration of Dominion promptly agrees to release its security interest to any such stay; (d) Liens granted to the Custodian asset of the Borrower's securities pursuant to Company encumbered by any lien described in Section 7.2(e) above if such lien does not exceed 100% of the custodianship agreement between purchase price of the Custodian asset and is given at the Borrower solely as security for time of the Borrower's obligations to acquisition of the Custodian under such agreement, as in effect from time to timeasset.

Mortgages, Liens, Etc. The Borrower Borrowers will not, directly and will not permit any of their respective Subsidiaries to, create or indirectlypermit to exist any Lien (including the charge upon assets purchased under a conditional sales agreement, create, incur, assume or suffer to exist, any purchase money mortgage, lien, charge or encumbrance on, or security interest in, or pledge of, or conditional sale agreement or other title retention agreement (collectively, "LIENS"agreement) on upon any of the securities its respective assets, whether now owned or other assets owned by the Borrower hereafter acquired, or assign or otherwise convey any right to receive income, except: (a) Liens arising in the ordinary course of the Borrower's business out of or in connection with Financial Contracts, but only to the extent that the same are permitted by the provisions of the Borrower's Prospectus; (b) Liens for taxes not yet delinquent due or that are being contested in good faith; Liens in connection with workmen's compensation, unemployment insurance or other social security obligations; and faith by appropriate proceedings; (b) other Liens or encumbrances incidental to the conduct of the its business of the Borrower or to the ownership of its properties or assets, which assets that were not incurred in connection with the borrowing of money or the obtaining of credit advances or credit, and which that do not in the aggregate materially detract from the value of the properties or such assets of the Borrower or materially affect impair the use thereof in the operation of its such business; (c) Judgment liens in the aggregate at Liens on assets of any time outstanding for an amount not in excess of five percent (5%) of the Borrower's Total Assets (exclusive of amounts covered by available insurance), provided that each such Lien is discharged or the execution thereof is stayed pending appeal within thirty (30) days after the attachment their respective Subsidiaries to secure obligations of such Lien Subsidiary to the Parent or such Lien is discharged within thirty (30) days after the expiration another of any such stayits Subsidiaries; (d) (i) Liens on property existing at the time of acquisition thereof by the Parent or any of its Subsidiaries, including without limitation, (A) any property acquired by the Parent in consummating and finalizing any of the Prior Acquisitions, (B) any Liens existing on any property of Panhandle Eastern or any of its Subsidiaries to secure existing Debt of Panhandle Eastern or any of its Subsidiaries as of the Existing Revolving Credit Facility Closing Date and (C) any Liens against any property of Panhandle Eastern or any of its Subsidiaries to secure Panhandle Eastern Refinancing Debt (provided such Liens are limited to property of Panhandle Eastern or any of its Subsidiaries securing the Debt so extended, refinanced, renewed, replaced, defeased or refunded), or (ii) purchase money Liens placed on an item of real or personal property purchased by the Parent or any of its Subsidiaries to secure a portion of the purchase price of such property; provided that no such Lien may encumber or cover any other property of the Parent or any of its Subsidiaries; and (e) Liens granted to the Custodian of the Borrower's securities pursuant to the custodianship agreement between Collateral Documents to secure the Custodian and the Borrower solely as security for the Borrower's obligations to the Custodian under such agreement, as in effect from time to timeSecured Obligations.

Mortgages, Liens, Etc. The Borrower will not, directly and will not permit any Subsidiary to, create or indirectlypermit to exist any Lien (including the charge upon assets purchased under a conditional sales agreement, create, incur, assume or suffer to exist, any purchase money mortgage, lien, charge or encumbrance on, or security interest in, or pledge of, or conditional sale agreement or other title retention agreement (collectively, "LIENS"agreement) on upon any of the securities its respective assets, whether now owned or other assets owned by the Borrower hereafter acquired, or assign or otherwise convey any right to receive income, except: (a) Liens arising in the ordinary course of the Borrower's business out of or in connection with Financial Contracts, but only to the extent that the same are permitted by the provisions of the Borrower's Prospectus; (b) Liens for taxes Taxes not yet delinquent due or that are being contested in good faith; Liens faith by appropriate proceedings and as to which adequate cash reserves have been provided in connection accordance with workmen's compensation, unemployment insurance or other social security obligations; and GAAP; (b) other Liens or encumbrances incidental to the conduct of the its business of the Borrower or to the ownership of its properties or assets, which assets that were not incurred in connection with the borrowing of money or the obtaining of credit advances or credit, and which that do not in the aggregate materially detract from the value of the properties or such assets of the Borrower or materially affect impair the use thereof in the operation of its such business; (c) Judgment liens in the aggregate at any time outstanding for an amount not in excess Liens on assets of five percent (5%) of the Borrower's Total Assets (exclusive of amounts covered by available insurance), provided that each such Lien is discharged or the execution thereof is stayed pending appeal within thirty (30) days after the attachment a Subsidiary to secure obligations of such Lien Subsidiary to the Borrower or such Lien is discharged within thirty (30) days after the expiration of any such stayanother Subsidiary; (d) Liens granted on property existing at the time of acquisition thereof by the Borrower or any Subsidiary, including without limitation, (i) any property acquired by the Borrower in consummating and finalizing the Prior Acquisitions, or (ii) purchase money Liens placed on an item of real or personal property purchased by the Borrower or any Subsidiary to the Custodian secure a portion of the Borrower's securities pursuant to the custodianship agreement between the Custodian purchase price of such property; provided that such Liens were not created in contemplation of such acquisition and no such Lien may encumber or cover any other property of the Borrower solely as security or any Subsidiary; (e) Liens arising from good faith deposits in connection with tenders, leases, real estate bids or contracts (other than contracts involving the borrowing of money), pledges or deposits to secure public or statutory obligations and deposits to secure (or in lieu of) surety, stay, appeal or custom bonds and deposits to secure the payment of Taxes, custom duties or other similar charges; (f) encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real property for the Borrower's purposes intended, and none of which is violated by existing or proposed structures or land use; (g) any other Liens (other than the Liens described in clauses (a) through (f) above, inclusive), if the aggregate amount of all obligations to the Custodian under secured by such agreement, as Liens does not exceed $75,000,000 at any one time outstanding; and (h) Liens arising in effect from time to timeconnection with any Receivables Purchase and Sale Agreement.

Mortgages, Liens, Etc. The Borrower will not, directly and will not permit any Subsidiary to, create or indirectlypermit to exist any Lien (including the charge upon assets purchased under a conditional sales agreement, create, incur, assume or suffer to exist, any purchase money mortgage, lien, charge or encumbrance on, or security interest in, or pledge of, or conditional sale agreement or other title retention agreement (collectively, "LIENS"agreement) on upon any of the securities its respective assets, whether now owned or other assets owned by the Borrower hereafter acquired, or assign or otherwise convey any right to receive income, except: (a) Liens arising in the ordinary course of the Borrower's business out of or in connection with Financial Contracts, but only to the extent that the same are permitted by the provisions of the Borrower's Prospectus; (b) Liens for taxes not yet delinquent due or that are being contested in good faith; Liens in connection with workmen's compensation, unemployment insurance or other social security obligations; and faith by appropriate proceedings; (b) other Liens or encumbrances incidental to the conduct of the its business of the Borrower or to the ownership of its properties or assets, which assets that were not incurred in connection with the borrowing of money or the obtaining of credit advances or credit, and which that do not in the aggregate materially detract from the value of the properties or such assets of the Borrower or materially affect impair the use thereof in the operation of its such business; (c) Judgment liens in the aggregate at any time outstanding for an amount not in excess Liens on assets of five percent (5%) of the Borrower's Total Assets (exclusive of amounts covered by available insurance), provided that each such Lien is discharged or the execution thereof is stayed pending appeal within thirty (30) days after the attachment a Subsidiary to secure obligations of such Lien Subsidiary to the Borrower or such Lien is discharged within thirty (30) days after the expiration of any such stay;another Subsidiary; and (d) Liens granted to on property existing at the Custodian time of acquisition thereof by the Borrower or any Subsidiary, including without limitation, (i) any property acquired by the Borrower in consummating and finalizing any of the Borrower's securities pursuant Prior Acquisitions, (ii) any Liens existing on any property of Panhandle Eastern or any of its Subsidiaries to secure existing Debt of Panhandle Eastern or any of its Subsidiaries on the custodianship agreement between date the Custodian Exchange Company acquires all stock and other equity interests in Panhandle Eastern in connection with the Panhandle Eastern Acquisition, and (iii) any Liens against any property of Panhandle Eastern or any of its Subsidiaries to secure Panhandle Eastern Refinancing Debt (provided such Liens are limited to property of Panhandle Eastern or any of its Subsidiaries securing the Debt so extended, refinanced, renewed, replaced, defeased or refunded), or purchase money Liens placed on an item of real or personal property purchased by the Borrower solely or any Subsidiary to secure a portion of the purchase price of such property, including without limitation, any Liens against up to 28% of the stock and other equity interests in Southern Union Panhandle granted by the Borrower as security for the Borrower's obligations to AIG Loan; provided that no such Lien may encumber or cover any other property of the Custodian under such agreement, as in effect from time to timeBorrower or any Subsidiary.

Mortgages, Liens, Etc. The Borrower Company will not, nor will it permit any Subsidiary to, directly or indirectly, create, incur, assume assume, or suffer permit to exist, continue in existence any mortgage, lien, charge or encumbrance on, or security interest in, or pledge of, or deposit of or conditional sale or other title retention agreement (collectivelywith respect to, "LIENS") on any interest of the securities Company or any Subsidiary in any property or asset now owned or leased or hereafter acquired or leased by the Company or any Subsidiary (such mortgages, liens, charges, encumbrances, security interests, pledges, deposits, conditional sale or other assets owned by the Borrower title retention agreements being collectively referred to in this Section 12 as "Liens"), except: (a) Liens arising referred to in the ordinary course Exhibit E attached hereto, but not any renewal, extension or refunding thereof or of the Borrower's business out of or in connection with Financial Contracts, but only to the extent that the same are permitted by the provisions of the Borrower's ProspectusIndebtedness secured thereby; (b) Liens for taxes securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, provided that (i) such liens do not yet delinquent in the aggregate materially reduce the value of any properties subject to the Liens or that materially interfere with their use in the ordinary conduct of the owning company's business and (ii) all claims which the Liens secure are being actively contested in good faith; faith and by appropriate proceedings and for which appropriate reserves have been established; (c) Liens incurred or deposits made in the ordinary course of business (i) in connection with workmenworker's compensation, unemployment insurance or other insurance, social security obligations; and other Liens like laws, or encumbrances incidental (ii) to secure the conduct performance of the business letters of the Borrower or to the ownership of its properties or assetscredit, which were bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money or money, the obtaining of credit and which do not materially detract from advances or the value payment of the properties or assets deferred purchase price of the Borrower or materially affect the use thereof in the operation of its business; (c) Judgment liens in the aggregate at any time outstanding for an amount not in excess of five percent (5%) of the Borrower's Total Assets (exclusive of amounts covered by available insurance), provided that each such Lien is discharged or the execution thereof is stayed pending appeal within thirty (30) days after the attachment of such Lien or such Lien is discharged within thirty (30) days after the expiration of any such stayproperty; (d) Attachment, judgment and other similar Liens granted arising in connection with court proceedings, provided that (i) execution and other enforcement is effectively stayed and (ii) all claims which the Liens secure are being actively contested in good faith and by appropriate proceedings and for which appropriate reserves have been established; (e) Liens on property acquired after the date of this Agreement to secure the payment of all or a portion of the property so acquired, provided that (i) the amount of Indebtedness secured by any such Lien shall not exceed the lesser of the cost of the property subject to such Lien or such property's fair market value at the date of its acquisition, and (ii) such Liens shall not encumber any assets or property other than the property so acquired and proceeds thereof and shall attach to such property within 60 days of the acquisition thereof, and (iii) the incurrence of the indebtedness secured by such Liens is permitted under Sections 11(iv) or (v) hereof; or (f) In addition to the Custodian Liens permitted under Clauses (a) through (e) of the Borrower's securities pursuant to the custodianship agreement between the Custodian and the Borrower solely as security for the Borrower's obligations to the Custodian this Section 12, Liens securing Indebtedness that is not prohibited under such agreement, as in effect from time to timeSection 11.