Common use of Unencumbered Properties Held by Consolidated Affiliates Clause in Contracts

Unencumbered Properties Held by Consolidated Affiliates. Notwithstanding anything contained herein to the contrary, Unencumbered Properties may include Properties owned by a Consolidated Affiliate of Borrower only if (a) in the case of (i) the Terramics Entities, Borrower or PPT owns or controls, directly or indirectly, at least eighty-nine percent (89%) of the issued and outstanding Stock of such Consolidated Affiliate free and clear of any Liens (other than Permitted Liens) or other restrictions on the sale or pledge thereof, and (ii) Consolidated Affiliates other than the Terramics Entities, Borrower or PPT owns or controls, directly or indirectly, at least ninety-five percent (95%) of the issued and outstanding Stock of such Consolidated Affiliate free and clear of any Liens (other than Permitted Liens) or other restrictions on the sale or pledge thereof, (b) a majority of the holders of the Stock of such Consolidated Affiliate has the power to cause such Consolidated Affiliate to execute the Subsidiary Guaranty, grant Liens in the Unencumbered Properties owned by such Consolidated Affiliate, and transfer ownership of the Unencumbered Properties owned by such Consolidated Affiliate, (c) such Consolidated Affiliate has not (i) created, incurred, assumed, guaranteed, or suffered to exist any Liabilities, other than (A) the Obligation, (B) trade payables created in the ordinary course of business, (C) endorsements of negotiable instruments in the ordinary course of business, (D) contingent Liabilities covered by reserves or insurance, (E) the guaranty of the obligations of Borrower pursuant to any Permitted Recourse Debt of Borrower, and (F) equipment leases incurred in the ordinary course of business, (d) such Consolidated Affiliate has not created, incurred, or suffered or permitted to be created or incurred or to exist any Lien upon any of its assets (other than Permitted Liens), (e) such Consolidated Affiliate has executed the Subsidiary Guaranty (except for the Consolidated Affiliates that own the Maryland Properties, subject to the immediately following sentence), and (f) such Consolidated Affiliate is not a general partnership. Notwithstanding the foregoing, any Consolidated Affiliate may guarantee any Unsecured Debt of Borrower or PPT, which guarantee shall be pari passu with the obligations of such Consolidated Affiliate under the Subsidiary Guaranty. Unencumbered Properties may include any Maryland Property and any Northeast Region Property without the applicable Consolidated Affiliate that owns such Maryland Property or Northeast Region Property executing the Subsidiary Guaranty until the earlier of (x) (i) in the case of a Maryland Property, April 1, 2001, and (ii) in the case of a Northeast Region Property, June 30, 2001, and (y) such time as such Consolidated Affiliate no longer owns such Maryland Property or Northeast Region Property or such Maryland Property or Northeast Region Property no longer qualifies as an Unencumbered Property. Unencumbered Properties shall not include any Maryland Property on or after April 1, 2001 or any Northeast Region Property on or after June 30, 2001 unless the applicable Consolidated Affiliate that owns such Maryland Property or Northeast Region Property has executed the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty and delivered to Administrative Agent such documents as Administrative Agent shall reasonably request to evidence such Consolidated Affiliate's authority to enter into the transactions contemplated thereby and such Maryland Property or Northeast Region Property otherwise qualifies as an Unencumbered Property.

Unencumbered Properties Held by Consolidated Affiliates. Notwithstanding anything contained herein to the contrary, Unencumbered Properties may include Properties owned by a Consolidated Affiliate of Borrower only if (a) in the case of (i) the Terramics Entities, Borrower or PPT owns or controls, directly or indirectly, at least eighty-nine percent (89%) of the issued and outstanding Stock of such Consolidated Affiliate free and clear of any Liens (other than Permitted Liens) or other restrictions on the sale or pledge thereof, and (ii) Consolidated Affiliates other than the Terramics Entities, Borrower or PPT owns or controls, directly or indirectly, at least ninety-ninety five percent (95%) of the issued and outstanding Stock of such Consolidated Affiliate free and clear of any Liens (other than Permitted Liens) or other restrictions on the sale or pledge thereof, (b) a majority of the holders of the Stock of such Consolidated Affiliate has the power to cause such Consolidated Affiliate to execute the Subsidiary Guaranty, grant Liens in the Unencumbered Properties owned by such Consolidated Affiliate, and transfer ownership of the Unencumbered Properties owned by such Consolidated Affiliate, (c) such Consolidated Affiliate has not (i) created, incurred, assumed, Amended and Restated Credit Agreement 33 guaranteed, or suffered to exist any Liabilities, other than (A) the Obligation, (B) trade payables created in the ordinary course of business, (C) endorsements of negotiable instruments in the ordinary course of business, (D) contingent Liabilities covered by reserves or insurance, (E) the guaranty of the obligations of Borrower pursuant to any Permitted Recourse Debt of BorrowerBorrower permitted under Section 9.4, and (F) equipment leases incurred in the ordinary course of business, (d) such Consolidated Affiliate has not created, incurred, or suffered or permitted to be created or incurred or to exist any Lien upon any of its assets (other than Permitted Liens), (e) such Consolidated Affiliate has executed the Subsidiary Guaranty (except for the Consolidated Affiliates that own the Maryland Properties, subject to the immediately following sentence)Guaranty, and (f) such Consolidated Affiliate is not a general partnership. Notwithstanding the foregoing, any Consolidated Affiliate may guarantee any Unsecured Debt of Borrower or PPT, which guarantee shall be pari passu with the obligations of such Consolidated Affiliate under the Subsidiary Guaranty. Unencumbered Properties may include any Maryland Property and any Northeast Region Property without the applicable Consolidated Affiliate that owns such Maryland Property or Northeast Region Property executing the Subsidiary Guaranty until the earlier of (x) (i) in the case of a Maryland Property, April 1, 2001, and (ii) in the case of a Northeast Region Property, June 30, 2001, and (y) such time as such Consolidated Affiliate no longer owns such Maryland Property or Northeast Region Property or such Maryland Property or Northeast Region Property no longer qualifies as an Unencumbered Property. Unencumbered Properties shall not include any Maryland Property on or after April 1, 2001 or any Northeast Region Property on or after June 30, 2001 unless the applicable Consolidated Affiliate that owns such Maryland Property or Northeast Region Property has executed the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty and delivered to Administrative Agent such documents as Administrative Agent shall reasonably request to evidence such Consolidated Affiliate's authority to enter into the transactions contemplated thereby and such Maryland Property or Northeast Region Property otherwise qualifies as an Unencumbered Property.

Unencumbered Properties Held by Consolidated Affiliates. Notwithstanding anything contained herein to the contrary, Unencumbered Properties may include Properties owned by a Consolidated Affiliate of Borrower only if (a) in the case of (i) the Terramics Entities, Borrower or PPT owns or controls, directly or indirectly, at least eighty-nine percent (89%) of the issued and outstanding Stock of such Consolidated Affiliate free and clear of any Liens (other than Permitted Liens) or other restrictions on the sale or pledge thereof, and (ii) Consolidated Affiliates other than the Terramics Entities, Borrower or PPT owns or controls, directly or indirectly, at least ninety-ninety five percent (95%) of the issued and outstanding Stock of such Consolidated Affiliate free and clear of any Liens (other than Permitted Liens) or other restrictions on the sale or pledge thereof, (b) a majority of the holders of the Stock of such Consolidated Affiliate has the power to cause such Consolidated Affiliate to execute the Subsidiary Guaranty, grant Liens in the Unencumbered Properties owned by such Consolidated Affiliate, and transfer ownership of the Unencumbered Properties owned by such Consolidated Affiliate, (c) such Consolidated Affiliate has not (i) created, incurred, assumed, guaranteed, or suffered to exist any Liabilities, other than (A) the Obligation, (B) trade payables created in the ordinary course of business, (C) endorsements of negotiable instruments in the ordinary course of business, (D) contingent Liabilities covered by reserves or insurance, (E) the guaranty of the obligations of Borrower pursuant to any Permitted Recourse Debt of Borrower, and (F) equipment leases incurred in the ordinary course of business, (d) such Consolidated Affiliate has not created, incurred, or suffered or permitted to be created or incurred or to exist any Lien upon any of its assets (other than Permitted Liens), (e) such Consolidated Affiliate has executed the Subsidiary Guaranty (except for the Consolidated Affiliates that own the Maryland Properties, subject to the immediately following sentence)Guaranty, and (f) such Consolidated Affiliate is not a general partnership. Notwithstanding the foregoing, any Consolidated Affiliate may guarantee any Unsecured Debt of Borrower or PPT, which guarantee shall be pari passu with the obligations of such Consolidated Affiliate under the Subsidiary Guaranty. Unencumbered Properties may include any Maryland Property and any Northeast Region Property without the applicable Consolidated Affiliate that owns such Maryland Property or Northeast Region Property executing the Subsidiary Guaranty until the earlier of (x) (i) in the case of a Maryland Property, April 1, 2001, and (ii) in the case of a Northeast Region Property, June 30, 2001, and (y) such time as such Consolidated Affiliate no longer owns such Maryland Property or Northeast Region Property or such Maryland Property or Northeast Region Property no longer qualifies as an Unencumbered Property. Unencumbered Properties shall not include any Maryland Property on or after April 1, 2001 or any Northeast Region Property on or after June 30, 2001 unless the applicable Consolidated Affiliate that owns such Maryland Property or Northeast Region Property has executed the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty and delivered to Administrative Agent such documents as Administrative Agent shall reasonably request to evidence such Consolidated Affiliate's authority to enter into the transactions contemplated thereby and such Maryland Property or Northeast Region Property otherwise qualifies as an Unencumbered Property.

Unencumbered Properties Held by Consolidated Affiliates. Notwithstanding anything contained herein to the contrary, Unencumbered Properties may include Properties owned by a Consolidated Affiliate of Borrower only if (a) in the case of (i) the Terramics Entities, Borrower or PPT owns or controls, directly or indirectly, at least eighty-nine percent (89%) of the issued and outstanding Stock of such Consolidated Affiliate free and clear of any Liens (other than Permitted Liens) or other restrictions on the sale or pledge thereof, and (ii) Consolidated Affiliates other than the Terramics Entities, Borrower or PPT owns or controls, directly or indirectly, at least ninety-ninety five percent (95%) of the issued and outstanding Stock of such Consolidated Affiliate free and clear of any Liens (other than Permitted Liens) or other restrictions on the sale or pledge thereof, (b) a majority of the holders of the Stock of such Consolidated Affiliate has the power to cause such Consolidated Affiliate to execute the Subsidiary Guaranty, grant Liens in the Unencumbered Properties owned by such Consolidated Affiliate, and transfer ownership of the Unencumbered Properties owned by such Consolidated Affiliate, (c) such Consolidated Affiliate has not (i) created, incurred, assumed, guaranteed, or suffered to exist any Liabilities, other than (A) the Obligation, (B) trade payables created in the ordinary course of business, (C) endorsements of negotiable instruments in the ordinary course of business, (D) contingent Liabilities covered by reserves or insurance, and (E) the guaranty of the obligations of Borrower pursuant to any Permitted Recourse Debt of Borrower, and (F) equipment leases incurred in the ordinary course of business, (d) such Consolidated Affiliate has not created, incurred, or suffered or permitted to be created or incurred or to exist any Lien upon any of its assets (other than Permitted Liens), (e) such Consolidated Affiliate has executed the Subsidiary Guaranty (except for the Consolidated Affiliates that own the Maryland Properties, subject to the immediately following sentence)Guaranty, and (f) such Consolidated Affiliate is not a general partnership. Notwithstanding the foregoing, any Consolidated Affiliate may guarantee any Unsecured Debt of Borrower or PPT, which guarantee shall be pari passu with the obligations of such Consolidated Affiliate under the Subsidiary Guaranty. Unencumbered Properties may include any Maryland Property and any Northeast Region Property without the applicable Consolidated Affiliate that owns such Maryland Property or Northeast Region Property executing the Subsidiary Guaranty until the earlier of (x) (i) in the case of a Maryland Property, April 1, 2001, and (ii) in the case of a Northeast Region Property, June 30, 2001, and (y) such time as such Consolidated Affiliate no longer owns such Maryland Property or Northeast Region Property or such Maryland Property or Northeast Region Property no longer qualifies as an Unencumbered Property. Unencumbered Properties shall not include any Maryland Property on or after April 1, 2001 or any Northeast Region Property on or after June 30, 2001 unless the applicable Consolidated Affiliate that owns such Maryland Property or Northeast Region Property has executed the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty and delivered to Administrative Agent such documents as Administrative Agent shall reasonably request to evidence such Consolidated Affiliate's authority to enter into the transactions contemplated thereby and such Maryland Property or Northeast Region Property otherwise qualifies as an Unencumbered Property.

Unencumbered Properties Held by Consolidated Affiliates. Notwithstanding anything contained herein to the contrary, Unencumbered Properties may include Properties owned by a Consolidated Affiliate of Borrower only if (a) in the case of (i) the Terramics Entities, Borrower or PPT owns or controls, directly or indirectly, at least eighty-nine percent (89%) of the issued and outstanding Stock of such Consolidated Affiliate free and clear of any Liens (other than Permitted Liens) or other restrictions on the sale or pledge thereof, and (ii) Consolidated Affiliates other than the Terramics Entities, Borrower or PPT owns or controls, directly or indirectly, at least ninety-five percent (95%) of the issued and outstanding Stock of such Consolidated Affiliate free and clear of any Liens (other than Permitted Liens) or other restrictions on the sale or pledge thereof, (b) a majority of the holders of the Stock of such Consolidated Affiliate has the power to cause such Consolidated Affiliate to execute the Subsidiary Guaranty, grant Liens in the Unencumbered Properties owned by such Consolidated Affiliate, and transfer ownership of the Unencumbered Properties owned by such Consolidated Affiliate, (c) such Consolidated Affiliate has not (i) created, incurred, assumed, guaranteed, or suffered to exist any Liabilities, other than (A) the Obligation, (B) trade payables created in the ordinary course of business, (C) endorsements of negotiable instruments in the ordinary course of business, (D) contingent Liabilities covered by reserves or insurance, (E) the guaranty of the obligations of Borrower pursuant to any Permitted Recourse Debt that certain Credit Agreement dated as of October 13, 1998, executed by Borrower, Dresdner Bank AG, New York Branch and Grand Cayman Branch, as Administrative Agent and Syndication Agent, the Documentation Agent defined therein, and the Lenders defined therein, and (F) equipment leases incurred in the ordinary course of business, (d) such Consolidated Affiliate has not created, incurred, or suffered or permitted to be created or incurred or to exist any Lien upon any of its assets (other than Permitted Liens), (e) such Consolidated Affiliate has executed the Subsidiary Guaranty (except for the Consolidated Affiliates that own the Maryland Properties, subject to the immediately following sentence), and (f) such Consolidated Affiliate is not a general partnership. Notwithstanding the foregoing, any Consolidated Affiliate may guarantee any Unsecured Debt of Borrower or PPT, which guarantee shall be pari passu with the obligations of such Consolidated Affiliate under the Subsidiary Guaranty. Unencumbered Properties may include any Maryland Property and any Northeast Region Property without the applicable Consolidated Affiliate that owns such Maryland Property or Northeast Region Property executing the Subsidiary Guaranty until the earlier of (x) (i) in the case of a Maryland Property, April January 1, 2001, and (ii) in the case of a Northeast Region Property, June 30, 2001, and (y) such time as such Consolidated Affiliate no longer owns such Maryland Property or Northeast Region Property or such Maryland Property or Northeast Region Property no longer qualifies as an Unencumbered Property. Unencumbered Properties shall not include any Maryland Property on or after April January 1, 2001 or any Northeast Region Property on or after June 30, 2001 unless the applicable Consolidated Affiliate that owns such Maryland Property or Northeast Region Property has executed the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty and delivered to Administrative Agent such documents as Administrative Agent shall reasonably request to evidence such Consolidated Affiliate's authority to enter into the transactions contemplated thereby and such Maryland Property or Northeast Region Property otherwise qualifies as an Unencumbered Property.

Unencumbered Properties Held by Consolidated Affiliates. Notwithstanding anything contained herein to the contrary, Unencumbered Properties may include Properties owned by a Consolidated Affiliate of Borrower only if (a) in the case of (i) the Terramics Entities, Borrower or PPT owns or controls, directly or indirectly, at least eighty-nine percent (89%) of the issued and outstanding Stock of such Consolidated Affiliate free and clear of any Liens (other than Permitted Liens) or other restrictions on the sale or pledge thereof, and (ii) Consolidated Affiliates other than the Terramics Entities, Borrower or PPT owns or controls, directly or indirectly, at least ninety-five percent (95%) of the issued and outstanding Stock of such Consolidated Affiliate free and clear of any Liens (other than Permitted Liens) or other restrictions on the sale or pledge thereof, (b) a majority of the holders of the Stock of such Consolidated Affiliate has the power to cause such Consolidated Affiliate to execute the Subsidiary Guaranty, grant Liens in the Unencumbered Properties owned by such Consolidated Affiliate, and transfer ownership of the Unencumbered Properties owned by such Consolidated Affiliate, (c) such Consolidated Affiliate has not (i) created, incurred, assumed, guaranteed, or suffered to exist any Liabilities, other than Second Amendment (A) the Obligation, (B) trade payables created in the ordinary course of business, (C) endorsements of negotiable instruments in the ordinary course of business, (D) contingent Liabilities covered by reserves or insurance, (E) the guaranty of the obligations of Borrower pursuant to any Permitted Recourse Debt of Borrower, and (F) equipment leases incurred in the ordinary course of business, (d) such Consolidated Affiliate has not created, incurred, or suffered or permitted to be created or incurred or to exist any Lien upon any of its assets (other than Permitted Liens), (e) such Consolidated Affiliate has executed the Subsidiary Guaranty (except for the Consolidated Affiliates that own the Maryland Properties, subject to the immediately following sentence)Guaranty, and (f) such Consolidated Affiliate is not a general partnership. Notwithstanding the foregoing, any Consolidated Affiliate may guarantee any Unsecured Debt of Borrower or PPT, which guarantee shall be pari passu with the obligations of such Consolidated Affiliate under the Subsidiary Guaranty. Unencumbered Properties may include any Maryland Property . (g) Section 12.1(f) of the Credit Agreement is hereby deleted in its entirety and any Northeast Region Property without replaced with the applicable Consolidated Affiliate that owns such Maryland Property or Northeast Region Property executing the Subsidiary Guaranty until the earlier of (x) (i) in the case of a Maryland Property, April 1, 2001, and (ii) in the case of a Northeast Region Property, June 30, 2001, and (y) such time as such Consolidated Affiliate no longer owns such Maryland Property or Northeast Region Property or such Maryland Property or Northeast Region Property no longer qualifies as an Unencumbered Property. Unencumbered Properties shall not include any Maryland Property on or after April 1, 2001 or any Northeast Region Property on or after June 30, 2001 unless the applicable Consolidated Affiliate that owns such Maryland Property or Northeast Region Property has executed the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty and delivered to Administrative Agent such documents as Administrative Agent shall reasonably request to evidence such Consolidated Affiliate's authority to enter into the transactions contemplated thereby and such Maryland Property or Northeast Region Property otherwise qualifies as an Unencumbered Property.following:

Unencumbered Properties Held by Consolidated Affiliates. Notwithstanding anything contained herein to the contrary, Unencumbered Properties may include Properties owned by a Consolidated Affiliate of Borrower only if (a) in the case of (i) the Terramics Entities, Borrower or PPT owns or controls, directly or indirectly, at least eighty-nine percent (89%) of the issued and outstanding Stock of such Consolidated Affiliate free and clear of any Liens (other than Permitted Liens) or other restrictions on the sale or pledge thereof, and (ii) Consolidated Affiliates other than the Terramics Entities, Borrower or PPT owns or controls, directly or indirectly, at least ninety-five percent (95%) of the issued and outstanding Stock of such Consolidated Affiliate free and clear of any Liens (other than Permitted Liens) or other restrictions on the sale or pledge thereof, (b) a majority of the holders of the Stock of such Consolidated Affiliate has the power to cause such Consolidated Affiliate to execute the Subsidiary Guaranty, grant Liens in the Unencumbered Properties owned by such Consolidated Affiliate, and transfer ownership of the Unencumbered Properties owned by such Consolidated Affiliate, (c) such Consolidated Affiliate has not (i) created, incurred, assumed, guaranteed, or suffered to exist any Liabilities, other than (A) the Obligation, (B) trade payables created in the ordinary course of business, (C) endorsements of negotiable instruments in the ordinary course of business, (D) contingent Liabilities covered by reserves or insurance, (E) the guaranty of the obligations of Borrower pursuant to any Permitted Recourse Debt of BorrowerBorrower permitted under Section 9.4, and (F) equipment leases incurred in the ordinary course of business, (d) such Consolidated Affiliate has not created, incurred, or suffered or permitted to be created or incurred or to exist any Lien upon any of its assets (other than Permitted Liens), (e) such Consolidated Affiliate has executed the Subsidiary Guaranty (except for the Consolidated Affiliates that own the Maryland Properties, subject to the immediately following sentence)Guaranty, and (f) such Consolidated Affiliate is not a general partnership. Notwithstanding the foregoing, any Consolidated Affiliate may guarantee any Unsecured Debt of Borrower or PPT, which guarantee shall be pari passu with the obligations of such Consolidated Affiliate under the Subsidiary Guaranty. Unencumbered Properties may include any Maryland Property and any Northeast Region Property without the applicable Consolidated Affiliate that owns such Maryland Property or Northeast Region Property executing the Subsidiary Guaranty until the earlier of (x) (i) in the case of a Maryland Property, April 1, 2001, and (ii) in the case of a Northeast Region Property, June 30, 2001, and (y) such time as such Consolidated Affiliate no longer owns such Maryland Property or Northeast Region Property or such Maryland Property or Northeast Region Property no longer qualifies as an Unencumbered Property. Unencumbered Properties shall not include any Maryland Property on or after April 1, 2001 or any Northeast Region Property on or after June 30, 2001 unless the applicable Consolidated Affiliate that owns such Maryland Property or Northeast Region Property has executed the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty and delivered to Administrative Agent such documents as Administrative Agent shall reasonably request to evidence such Consolidated Affiliate's authority to enter into the transactions contemplated thereby and such Maryland Property or Northeast Region Property otherwise qualifies as an Unencumbered Property.