Common use of Lien Prohibition Clause in Contracts

Lien Prohibition. The Borrower will not create, assume, incur or suffer to exist, or allow any Subsidiary to create, assume, incur or suffer to exist, any Encumbrance upon any of its assets, whether now owned or hereafter acquired, nor acquire nor agree to acquire any asset subject to an Encumbrance, except: (i) Encumbrances in favor of the Agent and/or the Banks granted hereunder or under the other Loan Documents; (ii) Encumbrances for taxes or assessments or governmental charges or levies which are not due or remain payable, without penalty, or which are being contested in good faith by appropriate proceedings and with respect to which the Borrower or the affected Subsidiary has created reserves which are determined by the Borrower to be adequate by the application of GAAP consistently applied; (iii) Encumbrances to secure the obligations of the Borrower or any Subsidiary under workmen’s compensation laws, unemployment insurance laws, social security laws or other similar legislation; (iv) Encumbrances to secure the obligations of the Borrower or any Active Subsidiary directly associated with state licensing or accreditation requirements; (v) Encumbrances in connection with bids, tenders, performance bonds, contracts or leases (including, without limitation, the posting of collateral for any operating lease) to which the Borrower or any Subsidiary is a party, or to secure public or statutory obligations in an amount of up to $1,000,000 in the aggregate; (vi) Encumbrances for landlords’, mechanics’, carriers’, workmen’s, warehousemen’s, materialmen’s or repairmen’s liens or other like Encumbrances in the ordinary course of business; (vii) Encumbrances upon tangible personal property securing loans and capital leases to any Subsidiary or Borrower or deferred payments by the Borrower or any Subsidiary for the purchase or lease under a Capitalized Lease of such tangible personal property, provided that the amount of the Indebtedness for Borrowed Money secured by the Encumbrance does not exceed the purchase price of such tangible personal property and the Encumbrances do not extend to any other property of such Subsidiary or the Borrower; (viii) Encumbrances on particular parcels of real estate or buildings that are given in connection with typical mortgage-type financings to secure Indebtedness for Borrowed Money that is permitted under Section 6.6(ix); provided however, such Encumbrances shall not encumber any of the Collateral; provided further, that such Encumbrances do not secure Indebtedness for Borrowed Money in excess of $15,000,000; (ix) Encumbrances to secure surety, replevin, attachment or appeal bonds relating to legal proceedings to which the Borrower or any Subsidiary is a party; (x) Encumbrances arising out of judgments or awards against the Borrower or any Subsidiary with respect to which the Borrower is currently engaged in proceedings for review or appeal and with respect to which the Borrower shall have secured a stay of execution pending such proceedings for review or appeal, provided, that the aggregate amount of the foregoing shall at no time exceed $5,000,000; (xi) minor survey exceptions, minor Encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Encumbrances incidental to the conduct of the business of the Borrower or its Subsidiaries or to the ownership of their properties which were not incurred in connection with Indebtedness for Borrowed Money or other extensions of credit and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Borrower or such Subsidiaries; (xii) Encumbrances to secure any extension, renewal or replacement (or successive extensions, renewals or replacements) as a whole, or in part, of any obligations secured by any Encumbrances referred to in the foregoing clauses (i) through (xi) and clause (xiii), provided that (y) such extended, renewed or replaced Encumbrances shall be limited to all or a part of the same property that secured the Encumbrances extended, renewed or replaced (plus improvements on such property) and (z) the obligations secured by such Encumbrances at such time are not increased except in accordance with the terms thereof; (xiii) Encumbrances on or the payment into escrow of funds or the payment of fees in an aggregate amount not in excess of $3,000,000 (excluding interest earned on escrowed funds) in any Fiscal Year to secure guarantee obligations of the Borrower to ▇▇▇▇▇▇ Mae, Inc. in connection with its Creative Education Loan Program Recourse Agreement with the Borrower pursuant to which ▇▇▇▇▇▇ ▇▇▇, Inc. may make loans to students of the Borrower or one or more of its Subsidiaries in an amount of up to $15,000,000 in any Fiscal Year. In connection with such payment into escrow of funds or such payment of fees (subject to the foregoing aggregate amount of $3,000,000 in any Fiscal Year), (a) the balance of escrowed funds or fees may be increased by interest earned thereon, and (b) the balance of escrowed funds or fees may exceed $3,000,000 to the extent that funds paid into escrow in prior years were not previously used by or paid to ▇▇▇▇▇▇ Mae, Inc.; and (xiv) Encumbrances not specifically enumerated in items (i) through (xii) above which were in existence on the date hereof and described on Schedule 6.7 hereto.”

Lien Prohibition. The Borrower will not create, assume, incur or suffer to exist, or allow any Subsidiary to create, assume, incur or suffer to exist, any Encumbrance upon any of its assets, whether now owned or hereafter acquired, nor acquire nor agree to acquire any asset subject to an Encumbrance, except: (i) Encumbrances in favor of the Agent and/or the Banks granted hereunder or under the other Loan Documentshereunder; (ii) Encumbrances for taxes or assessments or governmental charges or levies which are not due or remain payable, without penalty, or which are being contested in good faith by appropriate proceedings and with respect to which the Borrower or the affected Subsidiary has created reserves which are determined by the Borrower to be adequate by the application of GAAP consistently applied; (iii) Encumbrances to secure the obligations of the Borrower or any Subsidiary under workmen’s 's compensation laws, unemployment insurance laws, social security laws or other similar legislation; (iv) Encumbrances to secure the obligations of the Borrower or any Active Subsidiary directly associated with state licensing or accreditation requirements; (v) Encumbrances in connection with bids, tenders, performance bonds, contracts or leases (including, without limitation, the posting of collateral for any operating lease) to which the Borrower or any Subsidiary is a party, or to secure public or statutory obligations in an amount of up to $1,000,000 in the aggregate; (vi) Encumbrances for landlords’', mechanics’', carriers’', workmen’s's, warehousemen’s's, materialmen’s 's or repairmen’s 's liens or other like Encumbrances in the ordinary course of business; (vii) Encumbrances upon tangible personal property securing loans and capital leases to any Subsidiary or Borrower or deferred payments by the Borrower or any Subsidiary for the purchase or lease under a Capitalized Lease of such tangible personal property, provided that the amount of the Indebtedness for Borrowed Money secured by the Encumbrance does not exceed the purchase price of such tangible personal property and the Encumbrances do not extend to any other property of such Subsidiary or the Borrower; (viii) Encumbrances on particular parcels of real estate or buildings that are given in connection with typical mortgage-type financings to secure Indebtedness for Borrowed Money that is permitted under Section 6.6(ix); provided however, such Encumbrances shall not encumber any of the Collateral; provided further, that such Encumbrances do not secure Indebtedness for Borrowed Money in excess of $15,000,000; (ix) Encumbrances to secure surety, replevin, attachment or appeal bonds relating to legal proceedings to which the Borrower or any Subsidiary is a party; (x) Encumbrances arising out of judgments or awards against the Borrower or any Subsidiary with respect to which the Borrower is currently engaged in proceedings for review or appeal and with respect to which the Borrower shall have secured a stay of execution pending such proceedings for review or appeal, provided, that the aggregate amount of the foregoing shall at no time exceed $5,000,000; (xi) minor survey exceptions, minor Encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Encumbrances incidental to the conduct of the business of the Borrower or its Subsidiaries or to the ownership of their properties which were not incurred in connection with Indebtedness for Borrowed Money or other extensions of credit and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Borrower or such Subsidiaries; (xii) Encumbrances to secure any extension, renewal or replacement (or successive extensions, renewals or replacements) as a whole, or in part, of any obligations secured by any Encumbrances referred to in the foregoing clauses (i) through (xi) and clause (xiii), provided that (y) such extended, renewed or replaced Encumbrances shall be limited to all or a part of the same property that secured the Encumbrances extended, renewed or replaced (plus improvements on such property) and (z) the obligations secured by such Encumbrances at such time are not increased except in accordance with the terms thereof; (xiii) Encumbrances on or the payment into escrow of funds or the payment of fees in an aggregate amount not in excess of $3,000,000 (excluding interest earned on escrowed funds) in any Fiscal Year to secure guarantee obligations of the Borrower to ▇▇▇▇▇▇ Mae, Inc. in connection with its Creative Education Loan Program Recourse Agreement with the Borrower pursuant to which ▇▇▇▇▇▇ ▇▇▇, Inc. may make loans to students of the Borrower or one or more of its Subsidiaries in an amount of up to $15,000,000 in any Fiscal Year. In connection with such payment into escrow of funds or such payment of fees (subject to the foregoing aggregate amount of $3,000,000 in any Fiscal Year), (a) the balance of escrowed funds or fees may be increased by interest earned thereon, and (b) the balance of escrowed funds or fees may exceed $3,000,000 to the extent that funds paid into escrow in prior years were not previously used by or paid to ▇▇▇▇▇▇ Mae, Inc.; and (xiv) Encumbrances not specifically enumerated in items (i) through (xii) above which were in existence on the date hereof and described on Schedule 6.7 hereto.”purchase

Lien Prohibition. The Borrower will not create, assume, incur or suffer to exist, or allow any Subsidiary to create, assume, incur or suffer to exist, any Encumbrance upon any of its assets, whether now owned or hereafter acquired, nor acquire nor agree to acquire any asset subject to an Encumbrance, except: (i) Encumbrances in favor of the Agent and/or the Banks granted hereunder or under the other Loan Documents; (ii) Encumbrances for taxes or assessments or governmental charges or levies which are not due or remain payable, without penalty, or which are being contested in good faith by appropriate proceedings and with respect to which the Borrower or the affected Subsidiary has created reserves which are determined by the Borrower to be adequate by the application of GAAP consistently applied; (iii) Encumbrances to secure the obligations of the Borrower or any Subsidiary under workmen’s 's compensation laws, unemployment insurance laws, social security laws or other similar legislation; (iv) Encumbrances to secure the obligations of the Borrower or any Active Subsidiary directly associated with state licensing or accreditation requirements; (v) Encumbrances in connection with bids, tenders, performance bonds, contracts or leases (including, without limitation, the posting of collateral for any operating lease) to which the Borrower or any Subsidiary is a party, or to secure public or statutory obligations in an amount of up to $1,000,000 in the aggregate; (vi) Encumbrances for landlords’', mechanics’', carriers’', workmen’s's, warehousemen’s's, materialmen’s 's or repairmen’s 's liens or other like Encumbrances in the ordinary course of business; (vii) Encumbrances upon tangible personal property securing loans and capital leases to any Subsidiary or Borrower or deferred payments by the Borrower or any Subsidiary for the purchase or lease under a Capitalized Lease of such tangible personal property, provided that the amount of the Indebtedness for Borrowed Money secured by the Encumbrance does not exceed the purchase price of such tangible personal property and the Encumbrances do not extend to any other property of such Subsidiary or the Borrower; (viii) Encumbrances on particular parcels of real estate or buildings that are given in connection with typical mortgage-type financings to secure Indebtedness for Borrowed Money that is permitted under Section 6.6(ix); provided however, such Encumbrances shall not encumber any of the Collateral; provided further, that such Encumbrances do not secure Indebtedness for Borrowed Money in excess of $15,000,000; (ix) Encumbrances to secure surety, replevin, attachment or appeal bonds relating to legal proceedings to which the Borrower or any Subsidiary is a party; (x) Encumbrances arising out of judgments or awards against the Borrower or any Subsidiary with respect to which the Borrower is currently engaged in proceedings for review or appeal and with respect to which the Borrower shall have secured a stay of execution pending such proceedings for review or appeal, provided, that the aggregate amount of the foregoing shall at no time exceed $5,000,000; (xi) minor survey exceptions, minor Encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Encumbrances incidental to the conduct of the business of the Borrower or its Subsidiaries or to the ownership of their properties which were not incurred in connection with Indebtedness for Borrowed Money or other extensions of credit and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Borrower or such Subsidiaries; (xii) Encumbrances to secure any extension, renewal or replacement (or successive extensions, renewals or replacements) as a whole, or in part, of any obligations secured by any Encumbrances referred to in the foregoing clauses (i) through (xi) and clause (xiii), provided that (y) such extended, renewed or replaced Encumbrances shall be limited to all or a part of the same property that secured the Encumbrances extended, renewed or replaced (plus improvements on such property) and (z) the obligations secured by such Encumbrances at such time are not increased except in accordance with the terms thereof; (xiii) Encumbrances on or the payment into escrow of funds or the payment of fees in an aggregate amount not in excess of $3,000,000 (excluding interest earned on escrowed funds) in any Fiscal Year to secure guarantee obligations of the Borrower to ▇▇▇▇▇▇ Mae, Inc. in connection with its Creative Education Loan Program Recourse Agreement with the Borrower pursuant to which ▇▇▇▇▇▇ ▇▇▇, Inc. may make loans to students of the Borrower or one or more of its Subsidiaries in an amount of up to $15,000,000 in any Fiscal Year. In connection with such payment into escrow of funds or such payment of fees (subject to the foregoing aggregate amount of $3,000,000 in any Fiscal Year), (a) the balance of escrowed funds or fees may be increased by interest earned thereon, and (b) the balance of escrowed funds or fees may exceed $3,000,000 to the extent that funds paid into escrow in prior years were not previously used by or paid to ▇▇▇▇▇▇ Mae, Inc.; and (xivxiii) Encumbrances not specifically enumerated in items (i) through (xii) above which were in existence on the date hereof and described on Schedule 6.7 hereto.”