Common use of Prohibition on Liens Clause in Contracts

Prohibition on Liens. Parent Issuer 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 Parent Issuer or any of its 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 property, asset, income or profits under the UCC or under any similar recording or notice statute, except: 1. Permitted Liens; 2. Liens with respect to Capital Leases and Liens on any asset existing at the time of acquisition of such asset by the Company or a Subsidiary of the Company (provided that no such Lien shall secure any Indebtedness incurred in contemplation of such acquisition or constituting (x) a refinancing, extension or replacement of Indebtedness existing at the time of acquisition of such asset or (y) an increase in the principal amount of Indebtedness existing at the time of acquisition of such asset except to the extent such increase was contemplated pursuant to commitments existing under the agreement evidencing such Indebtedness at the time of such acquisition), 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 the Company or a Subsidiary of the Company or to secure any Indebtedness permitted hereby incurred by the Company or a Subsidiary of the Company at the time of the acquisition of such asset, which Indebtedness is incurred for the sole purpose of financing all or any part of the purchase price thereof (and does not exceed such purchase price); provided, however, that the Lien shall apply only to the asset so acquired and proceeds thereof and shall not apply to any Collateral; and provided further, that all such Liens do not in the aggregate secure Indebtedness in a principal amount in excess of $25,000,000 at any time outstanding; and 3. Liens described in Schedule 5.12 annexed hereto.

Prohibition on Liens. Parent Issuer shall not, and (a) Operator shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume cause to be created or permit allow to exist (i) any Lien on lien, encumbrance or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Parent Issuer charge upon the Heliport or any of its Subsidiariespart thereof, whether now owned (ii) any lien, encumbrance or hereafter acquired, or charge upon any income or profits therefrom, or file or permit the filing assets of, or permit to remain in effectfunds appropriated to, any financing statement Agreement Administrator or other similar notice of any Lien with respect to any such propertythe City, asset, income or profits under the UCC or under any similar recording or notice statute, except: 1. Permitted Liens; 2. Liens with respect to Capital Leases and Liens on any asset existing at the time of acquisition of such asset by the Company or a Subsidiary of the Company (provided that no such Lien shall secure any Indebtedness incurred in contemplation of such acquisition or constituting (x) a refinancing, extension or replacement of Indebtedness existing at the time of acquisition of such asset or (yiii) an increase any other matter or thing whereby the estate, rights or interest of Agreement Administrator or City in the principal amount of Indebtedness existing at the time of acquisition of such asset except and to the extent such increase was contemplated pursuant to commitments existing under the agreement evidencing such Indebtedness at the time of such acquisition), or Liens to secure the payment of all Heliport or any part of thereof might be impaired. If any mechanic’s, laborer’s, vendor’s, materialman’s or similar statutory lien is filed against the purchase price of an asset upon the acquisition of such asset by the Company or a Subsidiary of the Company or to secure any Indebtedness permitted hereby incurred by the Company or a Subsidiary of the Company at the time of the acquisition of such asset, which Indebtedness is incurred for the sole purpose of financing all Heliport or any part thereof, or if any public improvement lien is created, or caused or suffered to be created by Operator shall be filed against any assets of, or funds appropriated to, the City or Agreement Administrator, then Operator shall within thirty (30) days after receipt of notice of the purchase price thereof filing of such mechanic’s laborer’s, vendor’s, materialman’s or similar statutory lien or public improvement lien, cause it to be vacated or discharged of record by payment, deposit, bond, order of court of competent jurisdiction or otherwise, subject to Operator’s right to dispute the validity of the lien, as addressed in Subsection (b) below. (b) Should Operator elect to dispute the validity of any such lien or charge placed, filed or recorded against the Heliport, in lieu of canceling or discharging the same, Operator (i) shall furnish to Agreement Administrator a bond or bonds in connection therewith in such form and does not exceed amount as shall be approved by Agreement Administrator and (ii) shall bring an appropriate proceeding to discharge such purchase price); provided, however, that the Lien shall apply only to the asset so acquired and proceeds thereof lien and shall not apply prosecute such proceeding with diligence and continuity; except that if, despite Operator’s efforts to any Collateral; seek discharge of the lien, Agreement Administrator believes such lien is about to be foreclosed and provided furtherso notifies Operator, that all Operator shall immediately cause such Liens do not lien to be discharged as of record or Agreement Administrator may use the bond or other security (including the Security Deposit) furnished by Operator in order to discharge the aggregate secure Indebtedness in a principal amount in excess of $25,000,000 at any time outstanding; and 3. Liens described in Schedule 5.12 annexed heretolien.

Prohibition on Liens. Parent Issuer 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 Parent Issuer Company or any of its 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 property, asset, income or profits under the UCC or under any similar recording or notice statute, except: 1. (i) Permitted LiensEncumbrances; 2. Liens with respect to Capital Leases and Liens on any asset existing at the time of acquisition of such asset by the Company or a Subsidiary of the Company (provided that no such Lien shall secure any Indebtedness incurred in contemplation of such acquisition or constituting (xii) a refinancing, extension or replacement of Indebtedness existing at the time of acquisition of such asset or (y) an increase in the principal amount of Indebtedness existing at the time of acquisition of such asset except to the extent such increase was contemplated pursuant to commitments existing under the agreement evidencing such Indebtedness at the time of such acquisition), 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 the Company or a Subsidiary of the Company or to secure any Indebtedness permitted hereby by subsection 7.1(vi) incurred by the Company or a Subsidiary of the Company at the time of or within ninety days after the acquisition of such asset, which Indebtedness is incurred for the sole purpose of financing all or any part of the purchase price thereof (and does not exceed such purchase price)thereof; provided, however, that the Lien shall apply only to the asset so acquired and proceeds thereof thereof; (iii) Liens described in Schedule 7.2 annexed hereto or incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by such Liens; provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by such Lien and shall the principal amount of the Indebtedness being extended, renewed or refinanced is not apply to any Collateralincreased; and provided furtherand (iv) other Liens on equipment, that all such Liens do not in Cash or Cash Equivalents with an aggregate fair market value, when combined with the aggregate secure Indebtedness in a principal amount in excess fair market value of assets subject to Liens permitted by subsections 7.2A(ii) and 7.2A(iii) and clause (viii) of the definition of “Permitted Encumbrances”, not to exceed $25,000,000 5,000,000 at any time outstanding; and 3. Liens described in Schedule 5.12 annexed hereto.

Prohibition on Liens. Parent Issuer 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 Parent Issuer Company or any of its 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 property, asset, income or profits under the UCC or under any similar recording or notice statute, except: 1. (i) Permitted LiensEncumbrances; 2. (ii) Liens described in Schedule 7.1 annexed hereto; (iii) Liens securing obligations in an aggregate amount not to exceed 10% of Consolidated Net Worth incurred in connection with any transaction (including an agreement with respect thereto) now existing or hereafter entered into which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to Capital Leases any of these transactions) and any combination of these transactions, parallel loans, back-to-back loans or other similar arrangements or contracts, in each case entered into in the ordinary course of business for the purpose of asset and liability management; (iv) Liens on any asset property or assets existing at the time such property or asset was acquired (including Liens on the property or assets of acquisition of such asset by the Company or any Person that becomes a Subsidiary of Company that existed at the Company (provided that no time such Lien shall secure any Indebtedness incurred Person became a Subsidiary by acquisition, merger, consolidation or otherwise), which Liens were not created in contemplation of such acquisition acquisition; provided that (i) such Liens shall not extend to or constituting cover any property or assets of any character other than the property being acquired and (xii) a refinancing, extension or replacement of Indebtedness existing at such Liens shall secure only those obligations which such Liens secured on the time of acquisition of such asset or (y) an increase in the principal amount of Indebtedness existing at the time of acquisition of such asset except to the extent such increase was contemplated pursuant to commitments existing under the agreement evidencing such Indebtedness at the time date of such acquisition), ; (v) Liens in respect of purchase money and Capital Lease obligations upon or Liens in any real property or equipment acquired or held by Company or any Subsidiary in the ordinary course of business to secure the payment of all or any part of the purchase price of an asset upon such property or equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such asset property or equipment; provided that (i) such Liens shall not extend to or cover any property or assets of any character other than the property or equipment being financed and (ii) the aggregate amount of Indebtedness secured by the Company or a Subsidiary of the Company or to secure any Indebtedness permitted hereby incurred by the Company or a Subsidiary of the Company at the time of the acquisition of such asset, which Indebtedness is incurred for the sole purpose of financing all or any part of the purchase price thereof (and Liens does not exceed such purchase price); provided, however, that the Lien shall apply only to the asset so acquired and proceeds thereof and shall not apply to any Collateral; and provided further, that all such Liens do not in the aggregate secure Indebtedness in a principal amount in excess of $25,000,000 100,000,000 at any time outstanding; (vi) Liens on any real property securing Indebtedness in respect of which (i) the recourse of the holder of such Indebtedness (whether direct or indirect and whether contingent or otherwise) under the instrument creating the Lien or providing for the Indebtedness secured by the Lien is limited to such real property directly securing such Indebtedness and (ii) such holder may not under the instrument creating the Lien or providing for the Indebtedness secured by the Lien collect by levy of execution or otherwise against assets or property of such Borrower (other than such real property directly securing such Indebtedness) if such Borrower fails to pay such Indebtedness when due and such holder obtains a judgment with respect thereto, except for recourse obligations that are customary in “non-recourse” real estate transactions; (vii) Liens on assets held by entities which are required to be included in Company’s consolidated financial statements solely as a result of the application of Financial Accounting Standards Board Interpretation No. 46; (viii) other Liens securing liabilities in an aggregate amount not to exceed 5% of Consolidated Net Worth; and 3. Liens described (ix) the replacement, extension or renewal of any Lien permitted by clauses (ii), (iv) and (v) above upon or in Schedule 5.12 annexed heretothe same property subject thereto arising out of the replacement, extension or renewal of the Indebtedness secured thereby (without any increase in the amount thereof).

Prohibition on Liens. Parent Issuer Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, to 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 Parent Issuer Company, any Borrower or any of its their Restricted 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 property, asset, income or profits under the UCC or under any similar recording or notice statute, acquired except: 1. (i) Permitted LiensEncumbrances; 2. (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to Capital Leases be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and Liens arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any asset Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing at Lien (whether or not assumed), or from the time of acquisition of such asset by the Company or a Subsidiary of the Company (provided that no such Lien shall secure any Indebtedness incurred in contemplation of such acquisition or constituting (x) a refinancingextension, extension renewal or replacement of any Indebtedness existing at secured by any of the time of acquisition of such asset or (y) an increase in foregoing Liens so long as the aggregate principal amount of Indebtedness existing at thereof and the time of acquisition of such asset except to the extent such increase was contemplated pursuant to commitments existing under the agreement evidencing such Indebtedness at the time of such acquisition), 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 the Company or a Subsidiary of the Company or to secure any Indebtedness permitted hereby incurred by the Company or a Subsidiary of the Company at the time of the acquisition of such asset, which Indebtedness security therefor is incurred for the sole purpose of financing all or any part of the purchase price thereof (and does not exceed such purchase price)thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into Company or another Restricted Subsidiary of Company (so long as such Lien shall apply only does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than O-I Australia, O-I Canada, OIEG, O-I NZ, OI Europe, O-I Mexico any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount outstanding not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the asset so acquired and proceeds thereof and shall not apply to any Collateral; and provided further, that all extent such Liens do not in Lien exists at the aggregate secure Indebtedness in a principal amount in excess time of $25,000,000 at any time outstandingredesignation of the applicable Person; and 3. (xii) Liens described incurred in Schedule 5.12 annexed heretoconnection with the issuance of letters of credit permitted under Section 8.4(ii)(y).

Prohibition on Liens. Parent Issuer shall notNo Principal Company will, and shall not no Principal Company will 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 Property of any kind (including any document or instrument in respect of goods or accounts receivable) of Parent Issuer any Principal Company or any of its 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 statement, mortgage, deed of trust or other similar notice of any Lien with respect to any such property, assetProperty, income or profits under the UCC or under any similar recording or notice statute, except: 1. (i) Permitted LiensEncumbrances; 2. Liens with respect to Capital Leases and (ii) Liens on any asset existing at the time of acquisition of such asset by the Company or a Subsidiary Grantor (including in respect of the Company (provided that no such Lien shall secure any Indebtedness incurred in contemplation of such acquisition or constituting (x) a refinancing, extension or replacement of Indebtedness existing at the time of acquisition of such asset or (y) an increase in the principal amount of Indebtedness existing at the time of acquisition of such asset except to the extent such increase was contemplated pursuant to commitments existing under the agreement evidencing such Indebtedness at the time of such acquisitionCapital Leases and Synthetic Leases), or Liens to secure the payment of all or any part of the purchase price of an any asset upon the acquisition of such asset by the Company or a Subsidiary of the Company Grantor or to secure any Indebtedness permitted hereby incurred by the Company or a Subsidiary of the Company Grantor at the time of or within 90 days after the acquisition of such asset, which Indebtedness is incurred for the sole purpose of financing all or any part of the purchase price thereof (and does not exceed of such purchase price)asset; provided, however, that the Lien shall apply only to the asset so acquired and the proceeds of Disposition thereof and shall the principal amount of Indebtedness secured thereby is not apply to any Collateralincreased; and provided provided, further, that all such Liens do not in the aggregate secure Indebtedness in a principal amount in excess of $25,000,000 2,000,000 at any time; (iii) Liens on assets of a Person that becomes a direct or indirect Subsidiary of any Principal Company after the date of this Agreement in accordance with Section 10.3 hereof, provided, however, that such Liens exist at the time such Person is acquired or becomes a Subsidiary and are not created in anticipation thereof and that such Liens shall apply only to the assets of such acquired Person; (iv) Liens in existence as of the Closing Date described in Schedule 10.2 annexed hereto; (v) Liens on the Revolver Collateral (as defined in the Intercreditor Agreement) securing Indebtedness under the Working Capital Facility; (vi) Liens on the collateral (as defined in the relevant intercreditor agreement) securing Indebtedness under each Permitted ABL Facility; and (vii) Other Liens securing Indebtedness and Contingent Obligations in an aggregate amount not to exceed $2,000,000 at any time outstanding; and 3. Liens described in Schedule 5.12 annexed hereto.

Prohibition on Liens. Parent Issuer 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 Parent Issuer Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing offile, 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 under the UCC of any State or under any similar recording or notice statute, except: 1. (i) Permitted LiensEncumbrances; 2. (ii) Liens with respect granted pursuant to Capital Leases the Collateral Documents; (iii) Liens described in Schedule 7.2 annexed hereto; provided, that such Liens shall secure only those obligations it secures on the date hereof and Liens extensions, renewals, and replacement thereof that do not increase the outstanding principal amount thereof; (iv) Any Lien existing on any property or asset prior to the acquisition thereof by Company or any Subsidiary or existing at on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time of acquisition of such asset by the Company or Person becomes a Subsidiary of the Company (Subsidiary, provided that no (A) such Lien shall secure any Indebtedness incurred is not created in contemplation of or in connection with such acquisition or constituting such Person becoming a Subsidiary, (xB) a refinancing, extension or replacement of Indebtedness existing at the time of acquisition of such asset or (y) an increase in the principal amount of Indebtedness existing at the time of acquisition of such asset except to the extent such increase was contemplated pursuant to commitments existing under the agreement evidencing such Indebtedness at the time of such acquisition), 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 the Company or a Subsidiary of the Company or to secure any Indebtedness permitted hereby incurred by the Company or a Subsidiary of the Company at the time of the acquisition of such asset, which Indebtedness is incurred for the sole purpose of financing all or any part of the purchase price thereof (and does not exceed such purchase price); provided, however, that the Lien shall apply only to the asset so acquired and proceeds thereof and shall not apply to any Collateral; other property or assets of Company or any Subsidiary and provided further(C) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that all such Liens do not increase the outstanding principal amount thereof; (v) Liens on fixed or capital assets acquired, constructed or improved by Company or any Subsidiary, provided that (A) such security interests secure Indebtedness permitted by clauses (iii) and (vi) of Section 7.1, (B) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (C) the Indebtedness secured thereby does not exceed 75% (100% of the Indebtedness if in the aggregate secure form of a Capital Lease) of the cost of acquiring, constructing or improving such fixed or capital assets and (D) such security interests shall not apply to any other property or assets of Company or any Subsidiary; and (vi) Other Liens securing Indebtedness in a principal an aggregate amount in excess of not to exceed $25,000,000 15,000,000 at any time outstanding; and 3. Liens described in Schedule 5.12 annexed hereto.

Prohibition on Liens. Parent Issuer shall not, and (a) Operator shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume cause to be created or permit allow to exist (i) any Lien on lien, encumbrance or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Parent Issuer charge upon the Heliport or any of its Subsidiariespart thereof, whether now owned (ii) any lien, encumbrance or hereafter acquired, or charge upon any income or profits therefrom, or file or permit the filing assets of, or permit to remain in effectfunds appropriated to, any financing statement Agreement Administrator or other similar notice of any Lien with respect to any such propertythe City, asset, income or profits under the UCC or under any similar recording or notice statute, except: 1. Permitted Liens; 2. Liens with respect to Capital Leases and Liens on any asset existing at the time of acquisition of such asset by the Company or a Subsidiary of the Company (provided that no such Lien shall secure any Indebtedness incurred in contemplation of such acquisition or constituting (x) a refinancing, extension or replacement of Indebtedness existing at the time of acquisition of such asset or (yiii) an increase any other matter or thing whereby the estate, rights or interest of Agreement Administrator or City in the principal amount of Indebtedness existing at the time of acquisition of such asset except and to the extent such increase was contemplated pursuant to commitments existing under the agreement evidencing such Indebtedness at the time of such acquisition), or Liens to secure the payment of all Heliport or any part of thereof might be impaired. If any mechanic’s, laborer’s, vendor’s, materialman’s or similar statutory lien is filed against the purchase price of an asset upon the acquisition of such asset by the Company or a Subsidiary of the Company or to secure any Indebtedness permitted hereby incurred by the Company or a Subsidiary of the Company at the time of the acquisition of such asset, which Indebtedness is incurred for the sole purpose of financing all Heliport or any part thereof, or if any public improvement lien is created, or caused or suffered to be created by Operator shall be filed against any assets of, or funds appropriated to, the City or Agreement Administrator, then Operator shall within thirty (30) days after receipt of notice of the purchase price thereof filing of such mechanic’s laborer’s, vendor’s, materialman’s or similar statutory lien or public improvement lien, cause it to be vacated or discharged of record by payment, deposit, bond, order of court of competent jurisdiction or otherwise, subject to Operator’s right to dispute the validity of the lien, as addressed in Subsection (b) below. (b) Should Operator elect to dispute the validity of any such lien or charge placed, filed or recorded against the Heliport, in lieu of canceling or discharging the same, Operator (i) shall furnish to Agreement Administrator a bond or bonds in connection therewith in such form and does not exceed amount as shall be approved by Agreement Administrator and (ii) shall bring an appropriate proceeding to discharge such purchase price); provided, however, that the Lien shall apply only to the asset so acquired and proceeds thereof lien and shall not apply prosecute such proceeding with diligence and continuity; except that if, despite Operator’s effort is to any Collateral; seek discharge of the lien, Agreement Administrator believes such lien is about to be foreclosed and provided furtherso notifies Operator, that all Operator shall immediately cause such Liens do not lien to be discharged as of record or Agreement Administrator may use the bond or other security (including the Security Deposit) furnished by Operator in order to discharge the aggregate secure Indebtedness in a principal amount in excess of $25,000,000 at any time outstanding; and 3. Liens described in Schedule 5.12 annexed heretolien.

Prohibition on Liens. Parent Issuer shall not, and (a) Operator shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume cause to be created or permit allow to exist (i) any Lien on lien, encumbrance or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Parent Issuer charge upon the Heliport or any of its Subsidiariespart thereof, whether now owned (ii) any lien, encumbrance or hereafter acquired, or charge upon any income or profits therefrom, or file or permit the filing assets of, or permit to remain in effectfunds appropriated to, any financing statement Agreement Administrator or other similar notice of any Lien with respect to any such propertythe City, asset, income or profits under the UCC or under any similar recording or notice statute, except: 1. Permitted Liens; 2. Liens with respect to Capital Leases and Liens on any asset existing at the time of acquisition of such asset by the Company or a Subsidiary of the Company (provided that no such Lien shall secure any Indebtedness incurred in contemplation of such acquisition or constituting (x) a refinancing, extension or replacement of Indebtedness existing at the time of acquisition of such asset or (yiii) an increase any other matter or thing whereby the estate, rights or interest of Agreement Administrator or City in the principal amount of Indebtedness existing at the time of acquisition of such asset except and to the extent such increase was contemplated pursuant to commitments existing under the agreement evidencing such Indebtedness at the time of such acquisition), or Liens to secure the payment of all Heliport or any part thereof might be impaired. If any mechanic’s, laborer’s, vendor’s, material’s or similar statutory lien is filed against the Heliport or any party thereof, or if any public improvement lien is created, or caused or suffered to be created by Operator shall be filed against any assets of, or funds appropriated to, the City or Agreement Administrator, then Operator shall within thirty (30) days after receipt of notice of the purchase price of an asset upon the acquisition filing of such asset mechanic’s laborer’s, vendor’s, materialman’s or similar statutory lien or public improvement lien, cause it to be vacated or discharged of record by payment, deposit, bond, order of court of competent jurisdiction or otherwise, subject to Operator’s right to dispute the Company or a Subsidiary validity of the Company lien, as addressed in subsection (b) below. (b) Should Operator elect to dispute the validity of any such lien or charge placed, filed or recorded against the Heliport, in lieu of canceling or discharging the same, Operator (i) shall furnish to secure any Indebtedness permitted hereby incurred Agreement Administrator a bond or bonds in connection therewith in such form and amount as shall be approved by the Company or a Subsidiary Agreement Administrator and (ii) shall bring an appropriate proceeding to discharge such lien and shall prosecute such proceeding with diligence and continuity; except that if, despite Operator’s efforts to seek discharge of the Company at lien, Agreement Administrator believes such lien is about to be foreclosed and so notifies Operator, Operator shall immediately cause such lien to be discharged as of record or Agreement Administrator may use the time of bond or other security (including the acquisition of such asset, which Indebtedness is incurred for Security Deposit) furnished by Operator in order to discharge the sole purpose of financing all or any part of the purchase price thereof (and does not exceed such purchase price); provided, however, that the Lien shall apply only to the asset so acquired and proceeds thereof and shall not apply to any Collateral; and provided further, that all such Liens do not in the aggregate secure Indebtedness in a principal amount in excess of $25,000,000 at any time outstanding; and 3. Liens described in Schedule 5.12 annexed heretolien.