Common use of 2Liens Clause in Contracts

2Liens. Not, and not permit any other Loan Party to, create or permit to exist any Lien on any of its real or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except: (a) Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves; (b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves; (c) Liens described on Schedule 11.2 as of the Closing Date; (d) subject to the limitation set forth in Section 11.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on property at the time of the acquisition thereof by any Loan Party (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 90 days of the acquisition thereof and attaches solely to the property so acquired (e) Liens securing Debt permitted by Section 11.1(i); (f) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $5,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (g) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of any Loan Party; and (h) Liens arising under the Loan Documents.

2Liens. NotCreate, and not permit any other Loan Party toincur, create assume or permit suffer to exist exist, any Lien on or with respect to any of its real or personal propertiesProperty, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except: (a) Liens for taxes or other governmental charges not at created pursuant to the time delinquent or thereafter payable without penalty or being contested Loan Documents (including Liens securing the obligations under the Hedge Agreements, and Liens in good faith by appropriate proceedings andfavor of the Swingline Lender and/or the Issuing Lenders, in each caseas applicable, for which it maintains adequate reserves;on Cash Collateral granted pursuant to the Loan Documents); ​ (b) Liens arising not otherwise permitted by this Section 9.2 and in existence on the ordinary course of business Closing Date and described on Schedule 9.2, and the replacement, renewal or extension thereof (such as (i) including Liens of carriersincurred, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits assumed or pledges incurred suffered to exist in connection with worker’s compensationany refinancing, unemployment compensation refunding, renewal or extension of Indebtedness pursuant to Section 9.1(c) (solely to the extent that such Liens were in existence on the Closing Date and other types described on Schedule 9.2)); provided, that, the scope of social security (excluding Liens arising under ERISA) any such Lien shall not be increased, or in connection with surety bondsotherwise expanded, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving to cover any advances or borrowed money or the deferred purchase price of additional property or services andtype of asset, as applicable, beyond that in each caseexistence on the Closing Date, except for which it maintains adequate reservesproducts and proceeds of the foregoing; (c) Liens described on Schedule 11.2 as of the Closing Date; (d) subject to the limitation set forth in Section 11.1(b)for taxes, assessments and other governmental charges or levies (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), not yet delinquent or (ii) Liens existing on property at the time of the acquisition thereof by any Loan Party (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 90 days of the acquisition thereof and attaches solely to the property so acquired (e) Liens securing Debt permitted by Section 11.1(i); (f) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $5,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby which are being actively contested in good faith and by appropriate proceedingsproceedings if adequate reserves are maintained to the extent required by GAAP; (gd) easementsLiens (i) for the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords, which are not overdue for a period of more than ninety (90) days, or if more than ninety (90) days overdue and such Liens are being contested in good faith and by appropriate proceedings if (A) adequate reserves are maintained to the extent required by GAAP or (B) no action has been taken to enforce such Liens or any such action has been stayed or (ii) granted to each of MSW Promenade, L.P., TX-SW #1, LP, Ambassador Way Associates, LP and Bluecap, Ltd. pursuant to the leases entered with such Persons by a Credit Party, as such leases exist on the Closing Date with such adjustments and modifications thereto as are permitted under this Agreement; (e) deposits or pledges of cash or Cash Equivalents made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance and other types of social security or similar legislation, or to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) encumbrances in the nature of zoning restrictions, covenants, conditions, easements and rights or restrictions of way, restrictionsrecord on the use of real property, minor defects or other irregularities in title of title, and other similar Liens not interfering encumbrances incurred in the ordinary course of business, which do not, in any case, detract from the value of such property or interfere in any material respect with the ordinary conduct of the business of any Loan Credit Party; and; (g) Liens arising from (i) the filing of precautionary UCC financing statements in respect of leases of goods or in respect of trade show or special event consignment arrangements, in each case, to the extent that such Liens attach only to such leased property or consigned goods, and (ii) non-consensual filings of any financing statement under the UCC or any comparable law; (h) Liens securing Indebtedness permitted under Section 9.1(d); provided that (i) such Liens do not at any time encumber any property other than the Property financed by such Indebtedness or the proceeds thereof and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed one hundred percent (100%) of the original price for the purchase, repair improvement or lease amount (as applicable) of such Property at the time of purchase, repair, improvement or lease (as applicable); (i) (i) Liens securing judgments, writs, orders or decrees for the payment of money not constituting an Event of Default under Section 10.1(l) or securing appeal or other surety bonds relating to such judgments, and (ii) Liens arising out of judgments, writs, orders or awards not resulting in an Event of Default; (j) Liens on tangible property or tangible assets (and proceeds thereof) (i) of any Subsidiary which are in existence at the time that such Subsidiary is acquired pursuant to a Permitted Acquisition and (ii) of ​ ​ any Borrower or any of its Subsidiaries existing at the time such tangible property or tangible assets are purchased or otherwise acquired by such Borrower or such Subsidiary thereof pursuant to a transaction permitted pursuant to this Agreement, in each case, including the replacement, renewal or extension thereof; provided, that, with respect to each of the foregoing clauses (i) and (ii), (A) such Liens are not incurred in connection with, or in anticipation of, such Permitted Acquisition, purchase or other acquisition, (B) such Liens are applicable only to specific Property, (C) such Liens are not “blanket” or all asset Liens, (D) such Liens do not attach to any other Property of Holdings or any of its Subsidiaries, and (E) the Indebtedness secured by such Liens is permitted under Section 9.1(e) of this Agreement); (k) [Reserved]; (l) Liens of a collecting bank arising in the Loan ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (ii) Liens of any depositary bank in connection with statutory, common law and contractual rights of set-off and recoupment with respect to any deposit account of any Borrower or any Subsidiary thereof; (m) contractual or statutory Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord, and (ii) contractual Liens of suppliers (including sellers of goods) or customers granted in the ordinary course of business to the extent limited to the property or assets relating to such contract; (n) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business and covering only the assets so licensed; (o) non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business; (p) Liens held by creditors or consignees of inventory of any Borrower and its Subsidiaries in connection with Permitted Consignment Sales by any Borrower; (q) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods in the ordinary course of business so long as such Liens attach only to the imported good; (r) good faith pledges or deposits (not otherwise covered in clause (e) above) made in the ordinary course of business to secure new construction of business locations of any Borrower and its Subsidiaries; (s) Liens on any xxxx xxxxxxx money deposits made by any Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition or disposition (which for the avoidance of doubt may include any proposed merger, asset or stock purchase agreement); (t) Liens granted by any Borrower or any of its Subsidiaries in favor of a Credit Party in respect of Indebtedness owed by any Borrower or any of its Subsidiaries to such Credit Party; provided that such Indebtedness is (i) evidenced by an intercompany note and (ii) pledged by such Credit Party as Collateral and delivered to the Administrative Agent pursuant to the Security Documents; (u) Liens on property rented to, or leased by, the Credit Parties or their Subsidiaries pursuant to a Sale and Leaseback Transaction; provided that (i) such Sale and Leaseback Transaction is permitted by Section 9.12, (ii) such Liens do not encumber any other property of the Credit Parties or any of their ​ ​ Subsidiaries, and (iii) such Liens secure only the Attributable Indebtedness incurred in connection with such Sale and Leaseback Transaction; (v) Liens on the assets of any Foreign Subsidiary securing Indebtedness described in Section 9.1(k); (w) Liens arising by operation of law under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; (x) Liens on securities which are the subject of repurchase agreements incurred in the ordinary course of business in connection with an investment in a Cash Equivalent; (y) Liens on unearned insurance premiums financed by Indebtedness contemplated by Section 9.1(n); (z) Liens in the nature of the right of setoff in favor of counterparties to contractual agreements with the Credit Parties in the ordinary course of business; (aa) Liens on, or in the nature of rights of set-off against, credit balances of a Credit Party or any of the its Subsidiaries with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to a Credit Party or any of the its Subsidiaries, in each case, in the ordinary course of business to secure the obligations of any Credit Party or any of the Subsidiaries to the Credit Card Issuers or Credit Card Processors as a result of or relating to fees, chargebacks and similar obligations; and (bb) Liens not otherwise permitted hereunder on assets other than (i) ABL Current Collateral, (ii) Equity Interests owned by any Credit Party and (iii) any Equity Interests issued by any Credit Party (other than Holdings) securing Indebtedness or other obligations in an aggregate principal amount not to exceed $30,000,000.

2Liens. NotBorrower shall not, and not nor shall it permit any other Loan Party Subsidiary to, create create, incur or permit to exist any Lien of any kind on any of its real or personal propertiesProperty owned by any such Person; provided, assets or rights of whatsoever nature (whether now owned or hereafter acquired), exceptthat the foregoing shall not apply to nor operate to prevent: (a) Liens for taxes arising by statute in connection with worker’s compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other governmental similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts or leases to which Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not at for borrowed money and that the time delinquent or thereafter payable without penalty or obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings and, in each case, for which it maintains prevent enforcement of the matter under contest and adequate reservesreserves have been established therefor; (b) mechanics’, workmen’s, materialmen’s, landlords’, carriers’ or other similar Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits with respect to obligations which are not due or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or which are being contested in good faith by appropriate proceedings and not involving any advances or borrowed money or which prevent enforcement of the deferred purchase price of property or services and, in each case, for which it maintains adequate reservesmatter under contest; (c) Liens described on Schedule 11.2 as judgment liens and judicial attachment liens not constituting an Event of Default under Section 8.1(g) and the Closing Datepledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding; (d) subject to the limitation set forth in Section 11.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on property at the time equipment of the acquisition thereof by Borrower or any Loan Party (and not Subsidiary created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred solely for the purpose of financing all securing indebtedness permitted by Section 7.1(b), representing or any part incurred to finance the purchase price of the cost of acquiring such property, Property; provided that no such Lien shall extend to or cover other Property of Borrower or such Subsidiary other than the respective Property so acquired, and the principal amount of indebtedness secured by any such Lien attaches to shall at no time exceed the purchase price of such property within 90 days Property, as reduced by repayments of the acquisition thereof and attaches solely to the property so acquiredprincipal thereon; (e) Liens securing Debt on the assets of a Subsidiary in connection with indebtedness permitted by Section 11.1(i7.1(c); (f) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $5,000,000 arising in connection with court proceedings, provided the execution any interest or other enforcement title of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsa lessor under any operating lease; (g) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon; (h) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens encumbrances affecting real property incurred in the ordinary course of business which, in the aggregate, are not interfering substantial in any material respect amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of Borrower or any Loan PartySubsidiary; andand ​ ​ (hi) other Liens arising under the Loan Documentsnot described above securing debt or other obligations in an aggregate outstanding amount not to exceed $2,000,000 at any time.

2Liens. NotNo Borrower shall create, and not permit any other Loan Party toincur, create maintain, assume or permit otherwise suffer to exist any Lien on upon or with respect to any of its real property (including Equity Interests, Equity Equivalents or personal propertiesthe other securities of any person, assets or rights of whatsoever nature (including any Borrower), whether now owned or hereafter acquired), exceptor assign any right to receive income or profits, except for the following: (a) Liens for taxes on property or assets of the Borrowers existing on the date hereof and set forth in Schedule 8.2; provided that such Liens shall secure only those obligations which they secure on the date hereof other governmental charges not at than newly created improvements thereon or proceeds from the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings anddisposition of such property and extensions, in each case, for which it maintains adequate reservesrenewals and replacements thereof permitted hereunder; (b) Liens created under the Loan Documents; (c) [Reserved]; (d) Liens for Taxes not yet due or which are being contested in compliance with Section 7.3; (e) Liens in respect of property of the Borrowers imposed by Requirements of Law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due or payable or which are being contested in compliance with Section 7.3; (such as (if) Liens of carriers, warehousemen, mechanics pledges and materialmen and other similar Liens imposed by law and (ii) Liens deposits made in the form ordinary course of deposits or pledges incurred business in connection compliance with workerworkmen’s compensation, unemployment compensation insurance and other types of social security laws or regulations; (excluding Liens arising under ERISAg) or in connection with deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested other obligations of a like nature incurred in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price ordinary course of property or services and, in each case, for which it maintains adequate reservesbusiness; (ch) Liens described zoning restrictions, easements, rights-of-way, restrictions on Schedule 11.2 as use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the Closing Dateproperty subject thereto or interfere with the ordinary conduct of the business of the Borrowers; (di) subject to purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the limitation set forth in Section 11.1(b)case of improvements, constructed) by the Borrowers; provided that (i) Liens arising in connection with Capital Leases (and attaching only to the property being leasedsuch security interests secure Indebtedness permitted by Section 8.1(d), (ii) Liens existing on property at such security interests are incurred, and the time of the Indebtedness secured thereby is created, within 180 days after such acquisition thereof by any Loan Party (and not created in contemplation of such acquisitionor construction) and (iii) Liens that constitute purchase money such security interests on do not apply to any property securing debt incurred for the purpose of financing all other Property or any part assets of the cost of acquiring such property, provided that any such Lien attaches to such property within 90 days of the acquisition thereof and attaches solely to the property so acquiredBorrowers; (ej) Liens securing Debt permitted by judgments that have not resulted in an Event of Default under Section 11.1(i)9.1; (fk) attachments, appeal bonds, judgments licenses (with respect to Intellectual Property and other similar Liensproperty), for sums not exceeding $5,000,000 arising in connection with court proceedings, provided the execution leases or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (g) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens subleases granted to third parties not interfering in any material respect with the ordinary conduct of the business of any Loan PartyBorrower or resulting in a material diminution in the value of any Collateral as security for the Obligations; (l) any (i) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease (for the avoidance of doubt, no such Lien shall be permitted to exist on or with respect to Collateral that is included in the Borrowing Base); (m) Liens arising from precautionary filing of UCC financing statements relating solely to Leases not prohibited by this Agreement (for the avoidance of doubt, no such Lien shall be permitted to exist on or with respect to Collateral that is included in the Borrowing Base); (n) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Borrower; (o) [Reserved]; (p) Liens incurred in connection with (i) Capital Lease Obligations securing obligations permitted to be incurred pursuant to Section 8.1(e) and (ii) Real Property Financing Obligations permitted to be incurred pursuant to Section 8.1(x); (q) pledges and deposits in the ordinary course of business and consistent with past practices securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower; (r) Liens (i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on the items in the course of collection and (ii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set off) and that are within the general parameters customary in the banking industry; provided, however, to the extent that such collection bank, banking or other financial institution has executed and delivered a Control Agreement, such Liens will be subordinated or waived to the extent set forth in such Control Agreement; (s) [Reserved]; (t) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Borrower to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of such Borrower or (iii) relating to purchase orders and other agreements entered into with customers of any Borrower, in each case, in the ordinary course of business; provided, however, to the extent that such collection bank, banking or other financial institution has executed and delivered a Control Agreement, such Liens will be subordinated or waived to the extent set forth in such Control Agreement; (u) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods and similar arrangements; provided, however, that no such Liens or filing shall be permitted to exist on or with respect to Collateral. (v) [Reserved]; (w) Liens in favor of a FHA Mortgagee and subject to a Master Lease Intercreditor Agreement; (x) [Reserved]; (y) [Reserved]; and (hz) other Liens arising under with respect to property or assets of the Loan DocumentsBorrowers securing obligations in an aggregate principal amount outstanding at any time not to exceed $500,000; provided, however, that no such Lien shall be permitted to exist on or with respect to the Collateral.

2Liens. NotThe Borrower will not, and not nor will it permit any other Loan Party Subsidiary to, create contract, create, incur, assume or permit to exist any Lien on with respect to any of its property or assets of any kind (whether real or personal propertiespersonal, assets tangible or rights of whatsoever nature (intangible), whether now owned or hereafter acquired), except: except for the following (each a "Permitted Lien"): 55 -182- (a)Liens existing on the Closing Date and set forth on Schedule 6.2, which Liens secure Indebtedness outstanding on, or available under credit arrangements existing on, the Closing Date in an aggregate principal amount not exceeding $5,000,000; (b)purchase money Liens on any capital asset of the Borrower or a Subsidiary if such purchase money Lien attaches to such capital asset concurrently with the acquisition thereof and if the Indebtedness secured thereby does not exceed the lesser of the cost or fair market value as of the time of acquisition of the asset covered thereby by the Borrower or such Subsidiary; provided, that the aggregate amount of indebtedness (excluding any Indebtedness permitted under clause (a) above), secured by all such Liens does not exceed $15,000,000 in the aggregate at any one time outstanding; and provided further, that no such Lien shall extend to or cover any property or asset of the Borrower or such Subsidiary other than the related property or asset (including accessions thereto and proceeds thereof, to the extent provided in the security agreement creating such Lien); (c)Liens (not securing Indebtedness) which are incurred in the ordinary course of business in connection with workers' compensation, unemployment insurance, old﷓age pensions, social security and public liability laws and similar legislation; (d)Liens securing the performance of bids, tenders, leases, contracts (other than for the repayment of Indebtedness), statutory obligations, and other obligations of like nature, incurred as an incident to and in the ordinary course of business; (e)Liens securing taxes, assessments or charges or levies of any Governmental Authority or the claims of growers, materialmen, mechanics, carriers, warehousemen, landlords and other like Persons; provided, that (i) with respect to Liens securing taxes, such taxes are not yet due and payable, (ii) with respect to Liens securing claims or demands of growers, materialmen, mechanics, carriers, warehousemen, landlords and the like, such Liens are inchoate and unfiled and no other governmental action has been taken to enforce the same and (iii) with respect to taxes, assessments or charges or levies of any Governmental Authority secured by such Liens, payment thereof is not at the time delinquent required by Section 5.3; (f)zoning restrictions, easements, licenses, reservations, covenants, conditions, waivers, restrictions on the use of property or thereafter payable without penalty other minor encumbrances or irregularities of title which do not materially impair the use of any material property in the operation of the business of the Borrower or any Subsidiary or the value of such property for the purpose of such businesses or which are being contested in good faith by appropriate proceedings andproceedings; (g)attachment, in each case, for which it maintains adequate reserves; (b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other judgment or similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves; (c) Liens described on Schedule 11.2 as of the Closing Date; (d) subject to the limitation set forth in Section 11.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on property at the time of the acquisition thereof by any Loan Party (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 90 days of the acquisition thereof and attaches solely to the property so acquired (e) Liens securing Debt permitted by Section 11.1(i); (f) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $5,000,000 arising in connection with court proceedings; provided, provided that the execution or other enforcement of such Liens is effectively stayed and stayed, the claims secured thereby are being actively contested in good faith and by appropriate proceedings; proceedings and the Borrower or such Subsidiary shall have set aside on its books, if required by GAAP, appropriate reserves for such Liens; 56 -183- (gh)any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (i)any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (j)any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such event; (k)Liens given to secure Indebtedness owing to life insurance companies (or affiliates thereof) easementsissuing life insurance policies in connection with Split-Dollar Programs, rights of wayincurred to finance non-scheduled premiums paid by the Borrower or its Subsidiaries under such policies pursuant to Split-Dollar Agreements executed in connection with the Split-Dollar Program which Indebtedness does not exceed $50,000,000 in the aggregate, restrictionsprovided that in connection with any Split-Dollar Program such Liens shall be limited to the Borrower's right, minor defects or irregularities in title and other similar Liens not interfering interest in any material respect and to (A) the Split-Dollar Agreement and the Split-Dollar Assignment executed in connection with such Split-Dollar Program and (B) the ordinary conduct policy of life insurance assigned to the Borrower as collateral pursuant to such Split-Dollar Assignment; (l)any Lien arising out of the business refinancing, extension, renewal, replacement or refunding of any Loan PartyIndebtedness secured by any Lien permitted by any of the foregoing paragraphs of this Section 6.2; and provided, that the principal amount of such Indebtedness is not increased (hexcept in the case of Liens with respect to seasonal lines of credit under subclause (a) Liens arising under above, provided that all such Indebtedness, together with other indebtedness then outstanding as referred to in subclause (a), does not exceed $5,000,000 in the Loan Documentsaggregate) and such Indebtedness is not secured by any additional assets; and (m)Liens not otherwise permitted by the foregoing paragraphs of this Section 6.2 securing Indebtedness in an aggregate principal amount at any time outstanding not to exceed $25,000,000.

2Liens. NotThe Borrower will not, and will not permit any other Loan Party of its Subsidiaries to, create create, incur, assume or permit suffer to exist any Lien on any of its real or personal properties, assets or rights of whatsoever nature (whether property now owned or hereafter acquired), except: (a) Liens for taxes or other governmental charges not at securing the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesObligations; (b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reservesPermitted Encumbrances; (c) Liens described on any property or asset of the Borrower or any of its Subsidiaries existing on the date hereof and set forth on Schedule 11.2 as 7.2; provided that (i) such Liens shall not apply to any other property or asset of the Closing DateBorrower or any Subsidiary and (ii) such Liens shall secure only those obligations that it secures on the date hereof (or any refinancing thereof to the extent permitted by the terms of this Agreement); (d) subject purchase money Liens upon or in any fixed or capital assets to secure the limitation set forth in Section 11.1(bpurchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations), ; provided that (i) Liens arising in connection with Capital Leases (and attaching only to the property being leasedsuch Lien secures Indebtedness permitted by Section 7.1(c), (ii) Liens existing on property at the time of the acquisition thereof by any Loan Party (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property asset concurrently or within 90 days after the acquisition or the completion of the acquisition thereof construction or improvements thereof, (iii) such Lien does not extend to any other asset, and attaches solely to (iv) the property so acquiredIndebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) any Lien (x) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (y) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any of its Subsidiaries, or (z) existing on any asset prior to the acquisition thereof by the Borrower or any of its Subsidiaries; provided that (i) any such Lien was not created in the contemplation of or in connection with any of the foregoing, (ii) any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition, (iii) any such Lien will secure only those obligations which it secures on the date of such merger or acquisition and (iv) the aggregate principal (or other) amount of Indebtedness secured by any and all such Liens securing Debt permitted by Section 11.1(i)under this clause (e) shall not at any time exceed $10,000,000; (f) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $5,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;to secure Indebtedness owing to a Loan Party; ​ (g) easements, rights Liens on the assets of way, restrictions, minor defects or irregularities in title and other similar Liens an Insurance Subsidiary that is not interfering in any material respect with the ordinary conduct of the business of any Loan Party; andForeign Subsidiary to secure Indebtedness owing by such Insurance Subsidiary permitted pursuant to Section 7.1(h); (h) Liens arising under to secure Indebtedness described in Section 7.1(i); provided that such Liens do not extend to any asset other than the Loan Documentsreal property and improvements thereon that are the subject of such Indebtedness; (i) Liens consisting of deposit of cash or other assets of an Insurance Subsidiary and the Subsidiaries of an Insurance Subsidiary as required by Governmental Authorities; (j) to the extent constituting a Lien, Sale-Leaseback Transactions permitted pursuant to Section 7.9; and (k) extensions, renewals, or replacements of any Lien referred to in subsections (b) through (h) of this Section; provided that the principal (or other) amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby.