Common use of Prohibition on Liens Clause in Contracts

Prohibition on Liens. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereof, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens existing on the Closing Date and set forth on SCHEDULE 7.2A; provided that (a) no such Lien shall at any time be extended to cover property or assets other than the property or assets subject thereto on the Closing Date and (b) the principal amount of the Indebtedness secured by such Liens shall not be extended, renewed, refunded or refinanced; and (iv) Other Liens on assets acquired with the proceeds of Indebtedness permitted under subsection 7.1(iii) securing such Indebtedness; provided such Liens attach concurrently with or within ten days after the acquisition thereof and only to the asset acquired with the proceeds of such Indebtedness. 106

Prohibition on Liens. Borrower shall not, and shall not permit Neither the Company nor any Subsidiary of its Subsidiaries to, directly or indirectly, the Company will create, incur, assume or permit suffer to exist any Lien on upon or with respect to any of its property or asset assets of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereof, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC or under any similar recording or notice statute, except: (i) Permitted EncumbrancesLiens on the Effective Date and listed on Schedule 8.4(a); (ii) Liens existing on the Effective Date securing currently secured Indebtedness permitted Section 8.3(b) or Section 8.3(h) above; (iii) Permitted Liens; (iv) Liens securing Indebtedness permitted under Section 8.3(h) and Section 8.3(j); (v) Liens granted pursuant to the Collateral Documents; (iiivi) Liens existing on any renewal, extension or replacement of any Lien referred to above with the Closing Date and set forth on SCHEDULE 7.2Asame lenders; provided that (a) no Lien arising or existing as a result of such Lien extension, renewal or replacement shall at any time be extended to cover any property not theretofore subject to the Lien being extended, renewed or assets other than the property or assets subject thereto on the Closing Date replaced; and (b) provided further that the principal amount of the Indebtedness secured by such Liens thereby shall not be extendedexceed the principal amount of the Indebtedness so secured at the time of such extension, renewed, refunded renewal or refinancedreplacement; and (ivvii) Other Liens commencing on assets acquired or after the Emcor Sale Effective Date, escrow arrangements with the proceeds purchaser in the Asset Sale permitted by Section 8.2(d) respecting deposit accounts holding cash purchase price payments not in excess of Indebtedness permitted under subsection 7.1(iii) securing such Indebtedness; provided such Liens attach concurrently with or within ten days after $15,000,000 in the acquisition thereof and only to the asset acquired with the proceeds of such Indebtedness. 106aggregate;

Prohibition on Liens. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereof, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC or under any similar recording or notice statutetherefrom, except: (i) Permitted Encumbrances, provided that nothing in this Agreement shall be construed as postponing or subordinating the Liens of the Collateral Documents to any such Permitted Encumbrance; (ii) Liens granted pursuant to the Collateral Documentsdescribed in Schedule 9.2 annexed hereto; (iii) other Liens existing on the Closing Date and set forth on SCHEDULE 7.2A; provided that (a) no such Lien shall securing obligations in an aggregate amount not to exceed Cdn.$5,000,000 at any time be extended to cover property or assets other than the property or assets subject thereto on the Closing Date and (b) the principal amount of the Indebtedness secured by such Liens shall not be extended, renewed, refunded or refinancedoutstanding; and (iv) Other Second Priority Liens on assets acquired with the proceeds of Collateral securing Indebtedness permitted under subsection 7.1(iii9.1(vii) securing such Indebtedness; provided such which Liens attach concurrently with or within ten are subordinated pursuant to the Intercreditor Agreement. Company shall not, and shall not permit any of its Subsidiaries to, permit to remain in effect for more than 30 days after it becomes aware of the acquisition thereof same, any financing statement or other similar registration with respect to any property, asset, income or profits of any Loan Party under any security recording or notice statute, except for Liens permitted by this subsection 9.2, and only filings or registrations in respect of interests that do not relate to the asset acquired with the proceeds of such Indebtedness. 106Liens.

Prohibition on Liens. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereoftherefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens listed on Schedule 7.2 of the Company Disclosure Letter; (iv) Liens on any asset existing on at the Closing Date and set forth on SCHEDULE 7.2Atime of acquisition of such asset by Company or a Subsidiary of Company, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Company or a Subsidiary of Company or to secure any Indebtedness permitted hereby incurred by Company or a Subsidiary of Company at the time of or within 180 days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided provided, however, that (a) no such the Lien shall at any time be extended apply only to cover property or assets other than the property or assets subject thereto on the Closing Date asset so acquired and proceeds thereof, and (b) all such Liens do not in the aggregate secure Indebtedness in an aggregate principal amount in excess of the amount permitted pursuant to subsections 7.1(vi) and 7.1(viii) at any time; (v) Liens on foreign assets of any Foreign Subsidiary (other than the Capital Stock of any Foreign Subsidiary owned by a Domestic Subsidiary) to secure Indebtedness permitted pursuant to subsection 7.1(xi); (vi) Liens arising as a result of progress payments and retainage amounts arising in the ordinary course of business under contracts to which Company or one of its Subsidiaries is a party; (vii) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by the Liens described in clauses (iii) and (iv) above; provided that such Liens shall apply only to the assets subject to the existing Lien; (viii) Liens assumed in connection with a Permitted Acquisition and Liens on assets of a Person that becomes a direct or indirect Subsidiary of Company after the date of this Agreement in a Permitted Acquisition, provided, however, that such Liens exist at the time such Person becomes a Subsidiary of Company and are not created in anticipation of such Permitted Acquisition and, in any event, do not in the aggregate secure Indebtedness in an aggregate principal amount in excess of $30,000,000 at any time; Table of Contents (ix) other Liens securing Indebtedness or other obligations in an aggregate amount not to exceed $50,000,000 outstanding at any time; (x) Liens securing Non-Recourse Indebtedness permitted pursuant to subsection 7.1(xiv); (xi) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, bid and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof other than Liens incurred or deposits made in connection with surety bonds permitted pursuant to subsection 7.2A(xii); (xii) Liens incurred or deposits made in the ordinary course of business in connection with surety bonds; provided that with respect to surety bonds issued in connection with specific Projects, (a) only the Project Assets may be extendedsubject to the Liens permitted pursuant to this subsection 7.2A(xii), renewed, refunded or refinanced(b) no such surety arrangements may require contractual subordination of the Liens granted pursuant to the Collateral Documents and (c) such surety bonds shall be consistent with industry practice and incurred in the ordinary course of business of Company and its Subsidiaries; and (ivxiii) Other Liens on assets acquired with the proceeds of securing insurance premium financing Indebtedness permitted under pursuant to subsection 7.1(iii) securing such Indebtedness; provided such Liens attach concurrently with or within ten days after the acquisition thereof and only to the asset acquired with the proceeds of such Indebtedness. 1067.1(xii).

Prohibition on Liens. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereoftherefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Company or a Subsidiary or to secure any Indebtedness permitted by subsection 7.1(vi) incurred by Company or a Subsidiary at the time of or within ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that the Lien shall apply only to the Collateral Documentsasset so acquired and proceeds thereof; (iii) Liens existing on described in Schedule 7.2 annexed hereto or incurred in connection with the Closing Date and set forth on SCHEDULE 7.2Aextension, renewal or refinancing of the Indebtedness secured by such Liens; provided that (a) no any extension, renewal or replacement Lien shall be limited to the property encumbered by such Lien shall at any time be extended to cover property or assets other than the property or assets subject thereto on the Closing Date and (b) the principal amount of the Indebtedness secured by such Liens shall not be being extended, renewed, refunded renewed or refinancedrefinanced is not increased; and (iv) Other other Liens on assets acquired securing Indebtedness in an aggregate amount, when combined with the proceeds aggregate amount of Indebtedness secured by Liens permitted under by subsection 7.1(iii) securing 7.2A(ii), not to exceed $3,000,000 at any time outstanding. Notwithstanding the foregoing, Company and its Subsidiaries shall not enter into, or suffer to exist, any control agreements (as such Indebtedness; provided such Liens attach concurrently with or within ten days after term is defined in the acquisition thereof and only to the asset acquired with the proceeds of such Indebtedness. 106UCC).

Prohibition on Liens. Borrower The Credit Parties shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower Borrower, any other Credit Party or any of its their Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereoftherefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents;; and (iii) Liens existing on to secure the Closing Date and set forth on SCHEDULE 7.2Apayment of all or any part of the purchase price of an asset upon the acquisition of such asset by Borrower or any Subsidiary Guarantor or to secure any Indebtedness permitted hereby (including Capital Leases) incurred by Borrower or any Subsidiary Guarantor at the time of or within ninety (90) days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided provided, however, that (a) no such the Lien shall apply only to the asset so acquired and proceeds thereof; and provided further, that all such Liens do not, at any time be extended to cover property or assets other than time, in the property or assets subject thereto on aggregate secure Indebtedness in excess of the Closing Date and difference of One Million Five Hundred Thousand Dollars (b$1,500,000) minus the principal amount of the Indebtedness secured by such Liens shall not be extended, renewed, refunded or refinanced; and (iv) Other Liens on assets acquired with the proceeds of other Indebtedness permitted under subsection 7.1(iii) securing at such Indebtedness; provided time outstanding. For the avoidance of doubt, the Credit Parties shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien to secure the payment of the Parent Subordinated Debt on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of the Credit Parties or any of their respective Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such Liens attach concurrently with property, asset, income or within ten days after profits under the acquisition thereof and only to the asset acquired with the proceeds of such Indebtedness. 106UCC or under any similar recording or notice statute.

Prohibition on Liens. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereof, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens existing on the Closing Date and set forth on SCHEDULE 7.2A; provided that (a) no such Lien shall at any time be extended to cover property or assets other than the property or assets subject thereto on the Closing Date and (b) the principal amount of the Indebtedness secured by such Liens shall not be extended, renewed, refunded or refinanced; and (iv) Other Liens on assets acquired with the proceeds of Indebtedness permitted under subsection 7.1(iii) securing such Indebtedness; provided such Liens attach concurrently with or within ten days after the acquisition thereof and only to the asset acquired with the proceeds of such Indebtedness. 106.

Prohibition on Liens. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume assume, or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereoftherefrom, or file or permit the filing of, or permit to remain in effect, any financing statement statement, or other similar notice of any Lien with respect to any such property, asset, income income, or profits or proceeds under the UCC Uniform Commercial Code of any state or under any similar recording or notice statute, except: (ia) Permitted EncumbrancesLiens; (iib) Liens described in SCHEDULE 9.2; (c) Purchase money security interests (including mortgages, conditional sales, Capital Leases, and any other title retention or deferred purchase devices) in real or tangible personal property of Borrower or any of its Subsidiaries existing or created at the time of acquisition thereof or within 30 days thereafter, and the renewal, extension, and refunding of any such security interest in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension, or refunding; provided, however, that such Indebtedness is permitted by Section 9.1(c); and (d) Liens in favor of Administrative Agent granted pursuant to the Collateral Documents;; and (iiie) Non-consensual Liens existing on the Closing Date in favor of contractors, subcontractors, co-working owners (whether acting as operating or non-operating), arising solely from the conduct of oil and set forth on SCHEDULE 7.2A; provided that (a) no such Lien shall at any time be extended to cover property or assets other than the property or assets subject thereto on the Closing Date and (b) the principal amount of the Indebtedness secured by such Liens shall not be extended, renewed, refunded or refinanced; and (iv) Other Liens on assets acquired gas operations associated with the proceeds of Indebtedness permitted under subsection 7.1(iii) securing such Indebtedness; provided such Liens attach concurrently with or within ten days after the acquisition thereof and only to the asset acquired with the proceeds of such Indebtedness. 106Collateral.

Prohibition on Liens. Borrower Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereoftherefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documentsdescribed in Schedule 7.2 annexed hereto; (iii) Liens existing on the Closing Date and set forth on SCHEDULE 7.2Asecuring Indebtedness incurred pursuant to subsection 7.1(iii); provided that such Liens shall not in the aggregate secure Indebtedness in excess of $10,000,000 at any time; (aiv) Liens securing the Second Lien Term Loans, provided the same are subordinated pursuant to the Intercreditor Agreement, further provided, that no such Lien shall at extend to or cover any time be extended to cover property or assets other than the property or assets subject thereto on to the Closing Date and (b) the principal amount of the Indebtedness secured by such Liens shall not be extended, renewed, refunded or refinancedFirst Priority Lien granted to Administrative Agent; and (ivv) Other Liens on assets acquired with in an aggregate amount not to exceed $100,000 at any time outstanding. Notwithstanding the proceeds of Indebtedness permitted under foregoing, Holdings and its Subsidiaries shall not enter into, or suffer to exist, any control agreements (as such term is defined in the UCC), other than Control Agreements entered into pursuant to subsection 7.1(iii) securing such Indebtedness; provided such Liens attach concurrently with 6.11 or within ten days after the acquisition thereof and only to the asset acquired with the proceeds of such Indebtedness. 106Security Agreement.

Prohibition on Liens. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereoftherefrom, or file or permit the filing of, o(pound) or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such Such property, asset, income or profits or proceeds under the UCC Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens existing on described in Schedule 7.2 annexed hereto; (iv) Liens evidenced by financing statements filed as part of a refinancing of the Closing Date and set forth on SCHEDULE 7.2ALoans outstanding under this Agreement; provided that (a) such financing statements shall not be filed more than five business days prior to such refinancing; provided further that Borrower shall have no obligation owing to the secured party under such Lien shall at any time be extended to cover property or assets other than the property or assets subject thereto on the Closing Date and (b) the principal amount financing statement until upon completion of the refinancing; and (v) Other Liens securing Indebtedness secured by relating to the assets acquired pursuant to subsection 7.1(v), in an aggregate amount not to exceed the aggregate purchase price of such assets; provided that such Liens shall not be extended, renewed, refunded or refinanced; and (iv) Other Liens on assets acquired with secure the proceeds Real Property Asset that is the subject of Indebtedness permitted under subsection 7.1(iii) securing such Indebtedness; provided such Liens attach concurrently with or within ten days after the acquisition thereof and only to the asset acquired with the proceeds of such Indebtedness. 106Palo Alto Lease.

Prohibition on Liens. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereof, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens existing on the Closing Effective Date and set forth on SCHEDULE Schedule 7.2A; provided that (a) no such Lien shall at any time be extended to cover property or assets other than the property or assets subject thereto on the Closing Effective Date and (b) the principal amount of the Indebtedness secured by such Liens shall not be extended, renewed, refunded or refinanced; and (iv) Other Liens on assets acquired with the proceeds of Indebtedness permitted under subsection 7.1(iii) securing such Indebtedness; provided such Liens attach concurrently with or within ten days after the acquisition thereof and only to the asset acquired with the proceeds of such Indebtedness. 106.

Prohibition on Liens. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereof, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens existing on the Closing Date and set forth on SCHEDULE Schedule 7.2A; provided that (a) no such Lien shall at any time be extended to cover property or assets other than the property or assets subject thereto on the Closing Date and (b) the principal amount of the Indebtedness secured by such Liens shall not be extended, renewed, refunded or refinanced; and (iv) Other Liens on assets acquired with the proceeds of Indebtedness permitted under subsection 7.1(iii7.1(vii) securing such Indebtedness; provided such Liens attach concurrently with or within ten days after the acquisition thereof and only to the asset acquired with the proceeds of such Indebtedness. 106.

Prohibition on Liens. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereoftherefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents, including Liens granted to Lenders to secure Company's obligations in respect of Lender Interest Rate Agreements (as defined in the Company Pledge Agreement) up to a maximum notional amount of $150,000,000; (iii) Liens existing described in Schedule 7.2 annexed hereto on the Closing Date and set forth on SCHEDULE 7.2A; provided that (a) no such Lien shall at any time be extended to cover property or assets other than the property or assets subject thereto on Collateral securing the Closing Date Indebtedness permitted pursuant to subsection 7.1(viii); (iv) Liens securing Indebtedness permitted by subsections 7.1(iii) and (b) the principal amount of the Indebtedness secured by vii); provided that such Liens shall not be extended, renewed, refunded or refinanced; andextend to any of the Collateral; (ivv) Liens on assets other than Collateral created by lease agreements to secure the payment of rental amounts and other sums (x) not yet due thereunder or (y) due thereunder; provided that the aggregate amount of such rental amounts and other sums due thereunder shall not exceed $2,000,000 at any one time; (vi) Other Liens on assets acquired with other than the proceeds of Collateral securing Indebtedness permitted under pursuant to subsection 7.1(iii7.1(xi); (vii) securing such Indebtedness; Liens on the Collateral described in Schedule 7.2A provided the value of the Collateral subject to such Liens attach concurrently with or within ten days after the acquisition thereof and only to the asset acquired with the proceeds of such Indebtedness. 106shall not exceed $5,000,000 at any time.

Prohibition on Liens. Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower or any of its Restricted Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereoftherefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents;; 107 (iii) Liens existing constituting a second Ship Mortgage granted in connection with the financing of equipment or other appurtenances on the Closing Date and set forth on SCHEDULE 7.2Aship, barge or other vessel so secured by such second Ship Mortgage; provided that (a) no prior to granting such second Ship Mortgage, the Person to which is granted such Lien shall at any time be extended have entered into an intercreditor agreement with Administrative Agent and Lenders and executed and delivered such other related agreements and instruments as reasonably requested by Administrative Agent in connection with such intercreditor agreement, in each case in form and substance satisfactory to cover property or assets other than the property or assets subject thereto on the Closing Date and Administrative Agent; (biv) the principal amount of the Indebtedness secured by such Liens shall not be extended, renewed, refunded or refinanceddescribed in Schedule 7.2 annexed hereto; and (ivv) Other Liens on assets acquired with the proceeds of securing Capital Leases, other Indebtedness and other Contingent Obligations permitted under subsection 7.1(iiisubsections 7.1(x) securing such Indebtedness; provided such Liens attach concurrently with or within ten days after the acquisition thereof and only to the asset acquired with the proceeds of such Indebtedness. 1067.4(ix).

Prohibition on Liens. Borrower Borrowers shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower Borrowers or any of its Subsidiariessuch Subsidiary, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereoftherefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC or under any similar recording or notice statute, or apply to the Bankruptcy Court for the authority to do any of the foregoing, except: (i) Permitted Encumbrances; (ii) Liens granted created in favor of Administrative Agent (for the benefit of Lenders) (a) pursuant to the Collateral DocumentsDocuments or (b) authorized by the Interim Borrowing Order or the Final Borrowing Order; (iii) Liens existing in existence on the Closing Petition Date and set forth described on SCHEDULE 7.2A; Schedule 7.2 annexed hereto; (iv) Liens on assets of any Subsidiary of Company that is not a Loan Party (and/or on the stock or other equity interests of such Subsidiary) securing Indebtedness of such Subsidiary permitted by subsection 7.1(vi); (v) Liens securing refinancing Indebtedness permitted by subsection 7.1(vii), provided that (a) no in each case the Liens securing such Lien refinancing Indebtedness shall at any time be extended attach only to cover property or the assets other than the property or assets that were subject thereto on the Closing Date and (b) the principal amount of to Liens securing the Indebtedness secured by such Liens shall not be extended, renewed, refunded or so refinanced; and (ivvi) Other Liens on assets acquired with the proceeds of Indebtedness permitted under subsection 7.1(iii) securing such Indebtedness; provided such Liens attach concurrently with or within ten days after the acquisition thereof and only to the asset acquired with the proceeds of such Indebtedness. 106Project Cash Collateral Order.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of its their Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereoftherefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens existing on the Closing Date described in Schedule B annexed hereto (“Existing Liens”) and set forth on SCHEDULE 7.2A; provided that Liens securing Indebtedness incurred to refinance any Indebtedness secured by Existing Liens so long as (a) no such Lien shall at any time be extended to cover property or assets other than the property or assets subject thereto on the Closing Date and (b) the principal amount of such refinancing Indebtedness does not exceed the greater of (1) the fair market value of the assets subject to such Lien and (2) the principal amount (or, if greater, the committed amount) of the Indebtedness refinanced thereby and (b) such refinancing Indebtedness is not secured by such Liens shall any collateral which did not be extended, renewed, refunded or refinanced; and (iv) Other Liens on assets acquired with secure the proceeds of Indebtedness permitted under subsection 7.1(iii) securing such Indebtedness; provided such Liens attach concurrently with or within ten days after the acquisition thereof and only to the asset acquired with the proceeds of such Indebtedness. 106refinanced thereby;

Prohibition on Liens. Borrower Company shall not, and shall not permit Holdings or any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on any Indebtedness on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereoftherefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens existing on described in Schedule 7.2 annexed hereto; (iv) Liens created to secure the Closing Date and set forth on SCHEDULE 7.2Apurchase price of property or assets; provided that (a) no any such Lien shall at any time be extended attach only to cover property or assets other than the property or assets subject thereto on purchased, (b) the Closing Date Indebtedness secured by any such Lien shall not exceed 100% of the purchase price of the property or assets purchased, (c) any such Lien shall be created within 12 months following the acquisition of such property or assets and (bd) the principal amount of the Indebtedness secured by such Liens shall does not be extended, renewed, refunded or refinancedexceed $20,000,000 in the aggregate at any time; and (ivv) Other Liens on assets acquired in connection with the proceeds of Indebtedness permitted under subsections 7.1(iii), (v) and (xi) and Liens in connection with Indebtedness permitted under subsection 7.1(iii7.1(vii) securing (a) to the extent Liens are on property that was collateral for Assumed Indebtedness immediately prior to the relevant Permitted Acquisition, or (b) if such Indebtedness; provided Assumed Indebtedness was secured by a Lien on all assets or all assets of a particular class, then to the extent such Liens attach concurrently with or within ten days after the acquisition thereof and only are on property that would have been collateral subject to the asset acquired with the proceeds of such Indebtedness. 106Lien.

Prohibition on Liens. No Borrower shall, nor shall not, and shall not any Borrower permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of such Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereoftherefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the applicable Collateral Documents; (iii) Liens existing on described in SCHEDULE 7.2 annexed hereto; (iv) Liens securing the Closing Date and set forth on SCHEDULE 7.2Amortgage Indebtedness permitted under subsection 7.1(vii); provided that 127 (av) no such Lien shall at any time be extended to cover property or assets other than the property or assets subject thereto on the Closing Date and (b) the principal amount of Liens securing the Indebtedness secured by permitted under subsection 7.1(viii); PROVIDED, HOWEVER, that such Liens shall not be extended, renewed, refunded solely limited to the assets or refinancedimprovements being financed with such Indebtedness; and (ivvi) Other Liens on assets acquired with the proceeds of securing Capital Leases and other Indebtedness permitted under subsection 7.1(iii) securing such Indebtedness; provided such Liens attach concurrently with or within ten days after the acquisition thereof and only to the asset acquired with the proceeds of such Indebtedness. 1067.1(ix).

Prohibition on Liens. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereoftherefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens listed on Schedule 7.2 of the Company Disclosure Letter; (iv) Liens on any asset existing on at the Closing Date and set forth on SCHEDULE 7.2Atime of acquisition of such asset by Company or a Subsidiary of Company, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Company or a Subsidiary of Company or to secure any Indebtedness permitted hereby incurred by Company or a Subsidiary of Company at the time of or within 180 days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided provided, however, that (a) no such the Lien shall at any time be extended apply only to cover property or assets other than the property or assets subject thereto on the Closing Date asset so acquired and proceeds thereof, and (b) all such Liens do not in the aggregate secure Indebtedness in an aggregate principal amount in excess of the amount permitted pursuant to subsections 7.1(vi) and 7.1(viii) at any time; (v) Liens on foreign assets of any Foreign Subsidiary (other than the Capital Stock of any Foreign Subsidiary owned by a Domestic Subsidiary) to secure Indebtedness permitted pursuant to subsection 7.1(xi); (vi) Liens arising as a result of progress payments and retainage amounts arising in the ordinary course of business under contracts to which Company or one of its Subsidiaries is a party; (vii) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by the Liens described in clauses (iii) and (iv) above; provided that such Liens shall apply only to the assets subject to the existing Lien; (viii) Liens assumed in connection with a Permitted Acquisition and Liens on assets of a Person that becomes a direct or indirect Subsidiary of Company after the date of this Agreement in a Permitted Acquisition, provided, however, that such Liens exist at the time such Person becomes a Subsidiary of Company and are not created in anticipation of such Permitted Acquisition and, in any event, do not in the aggregate secure Indebtedness in an aggregate principal amount in excess of $30,000,000 at any time; (ix) other Liens securing Indebtedness or other obligations in an aggregate amount not to exceed $50,000,000 outstanding at any time; (x) Liens securing Non-Recourse Indebtedness permitted pursuant to subsection 7.1(xiv); (xi) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, bid and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof other than Liens incurred or deposits made in connection with surety bonds permitted pursuant to subsection 7.2A(xii); (xii) Liens incurred or deposits made in the ordinary course of business in connection with surety bonds; provided that with respect to surety bonds issued in connection with specific Projects, (a) only the Project Assets may be extendedsubject to the Liens permitted pursuant to this subsection 7.2A(xii), renewed, refunded or refinanced(b) no such surety arrangements may require contractual subordination of the Liens granted pursuant to the Collateral Documents and (c) such surety bonds shall be consistent with industry practice and incurred in the ordinary course of business of Company and its Subsidiaries; and (ivxiii) Other Liens on assets acquired with the proceeds of securing insurance premium financing Indebtedness permitted under pursuant to subsection 7.1(iii) securing such Indebtedness; provided such Liens attach concurrently with or within ten days after the acquisition thereof and only to the asset acquired with the proceeds of such Indebtedness. 1067.1(xii).

Prohibition on Liens. Company and each other Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereoftherefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens existing on described in Schedule 7.2 annexed hereto; (iv) Liens securing Purchase Money Indebtedness and evidencing Capital Leases, as permitted by subsections 7.1(vii); provided, that any such Liens shall only attach to the Closing Date and assets being acquired with such Indebtedness; (v) Liens securing Indebtedness permitted by subsection 7.1(xi), solely to the extent such Liens (a) replace Liens set forth on SCHEDULE 7.2A; provided Schedule 7.2 annexed hereto with respect to the Indebtedness that (a) no such Lien shall at any time be extended to cover property or assets other than the property or assets subject thereto on the Closing Date and is being refinanced, (b) are on the principal amount same assets as the replaced Liens and (c) are of the Indebtedness secured by such same scope and priority as the replaced Liens; (vi) Liens shall not be extended, renewed, refunded or refinancedon the Excluded Stock; and (ivvii) Other Liens on assets acquired with the proceeds of securing Indebtedness permitted under subsection 7.1(iii) securing such Indebtedness; provided such Liens attach concurrently with or within ten days after the acquisition thereof and only in an aggregate amount not to the asset acquired with the proceeds of such Indebtedness. 106exceed $60,000,000 at any time outstanding.

Prohibition on Liens. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereof, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Existing liens described in Schedule 7.2A(iii) annexed hereto (including any replacement Liens existing on resulting from any refinancing of the Closing Date and set forth on SCHEDULE 7.2Aunderlying obligations of such Liens; provided that (asuch replacement Liens do not extend to any property not listed on Schedule 7.2A(iii) no and such Lien shall at any time be extended to cover property or assets other than the property or assets subject thereto on the Closing Date and (b) the principal amount of the Indebtedness secured refinancing is permitted by such Liens shall not be extended, renewed, refunded or refinanced; andsubsection 7.1 hereof); (iv) Other Liens on assets acquired with the proceeds of Indebtedness securing Indebtedness, Capital Leases and Contingent Obligations permitted under subsection 7.1(iiisubsections 7.1 and 7.4, respectively; (v) securing such IndebtednessLiens described on Schedule 7.2A(v) annexed hereto related to the Expansion Project; provided that such Liens attach concurrently with Liens, either individually or within ten days after in the acquisition thereof and only aggregate, could not reasonably be expected to impair in any material respect the asset acquired with use, operation or value of the proceeds of such Indebtedness. 106Expansion Project.

Prohibition on Liens. Borrower Borrowers shall not, and shall not permit any of its their Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower Borrowers or any of its their Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereoftherefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents, including without limitation, Liens which equally and ratably secure, to the extent required by the Senior Note Documents, the aggregate principal amount of the Senior Notes outstanding on the date hereof including, without limitation, the 7.114% Senior Notes; (iii) Liens existing on the Closing Date described in SCHEDULE 7.2 annexed hereto; (iv) Liens securing Indebtedness permitted pursuant to subsection 7.1(iv); (v) Liens securing Indebtedness and set forth on SCHEDULE 7.2A; provided that (a) no such Lien shall at any time be extended other obligations permitted pursuant to cover property or assets other than the property or assets subject thereto on the Closing Date and (b) the principal amount of the Indebtedness secured by such Liens shall not be extended, renewed, refunded or refinancedsubsection 7.1(vii); and (ivvi) Other Liens on assets acquired with in favor of vendors of goods and services in the proceeds ordinary course of business securing Indebtedness permitted under subsection 7.1(iii) securing 7.1 incurred in connection with the purchase of such Indebtedness; goods and services, provided that such Liens attach concurrently with or within ten days after the acquisition thereof and shall only to the asset acquired with the proceeds of encumber such Indebtedness. 106goods so purchased.

Prohibition on Liens. Borrower and Holdings shall not, and shall not permit any of its their Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower and Holdings or any of its their Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom or proceeds thereoftherefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents, including without limitation, Liens which equally and ratably secure to the extent required by the Senior Note Documents, the aggregate principal amount of the Senior Notes outstanding on the Effective Date; (iii) Liens existing on described in Schedule 7.2 annexed hereto (and any refinancings, replacements or substitutions thereof which do not increase the Closing Date amount thereof or increase any collateral therefor); (iv) Liens securing Indebtedness permitted pursuant to subsection 7.1(iv); (v) Liens securing Indebtedness and set forth on SCHEDULE 7.2A; provided that (a) no such Lien shall at any time be extended other obligations permitted pursuant to cover property or assets other than the property or assets subject thereto on the Closing Date and (b) the principal amount of the Indebtedness secured by such Liens shall not be extended, renewed, refunded or refinancedsubsection 7.1(vii); and (ivvi) Other Liens on assets acquired with in favor of vendors of goods and services in the proceeds ordinary course of business securing Indebtedness permitted under subsection 7.1(iii) securing 7.1 incurred in connection with the purchase of such Indebtedness; goods and services, provided that such Liens attach concurrently with or within ten days after the acquisition thereof and shall only to the asset acquired with the proceeds of encumber such Indebtedness. 106goods so purchased.