Common use of Restriction on Other Secured Indebtedness and Liens Clause in Contracts

Restriction on Other Secured Indebtedness and Liens. Without the prior written consent of Aegis and the Bigger-District Creditors (provided, however, that the consent of the Bigger-District Creditors will not be required at any time when all of the following two (2) conditions are met: (1) the A&R Bigger-District Notes have been Paid in Full in their entirety and (2) the aggregate principal amount outstanding under the A&R Bigger-District Unsecured Notes is less than $3,631,578): (1) no Obligor shall create, incur, assume or in any manner become liable in respect of, or suffer to exist, any indebtedness secured by any assets or property of any Obligor other than indebtedness under the A&R Aegis Note and the A&R Bigger-District Notes and subject to this Agreement; and (2) no Obligor will create, incur, assume or suffer to exist any Lien or other encumbrance of any nature whatsoever, on any of the Collateral whether now or hereafter owned, other than (A) Liens in favor of Aegis under the Aegis Note Documents as in effect on the Effective Date and subject to this Agreement, (B) Liens in favor of the Bigger-District Creditors under the Bigger-District Note Documents as in effect on the Effective Date and subject to this Agreement and (C) Permitted Liens. As used herein, the term “Permitted Liens” means (a) Liens for taxes, fees, assessments, or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings (which proceedings have the effect of preventing the enforcement of such Lien) for which adequate reserves in accordance with GAAP are being maintained, provided, that the same have no priority over any of Aegis’ or the Bigger-District Creditors’ security interests in the Collateral except as required pursuant to applicable law; (b) Liens of materialmen, mechanics, carriers, or other similar Liens arising in the ordinary course of business and securing obligations which are not delinquent or are being contested in good faith by appropriate proceedings (which proceedings have the effect of preventing the enforcement of such lien) for which adequate reserves in accordance with GAAP are being maintained; (c) Liens which constitute banker’s liens, rights of set-off, or similar rights as to deposit accounts or other funds maintained with a bank or other financial institution (but only to the extent such banker’s liens, rights of set-off or other rights are in respect of customary service charges relative to such deposit accounts and other funds, and not in respect of any loans or other extensions of credit by such bank or other financial institution to such Obligor); and (d) cash deposits or pledges of an aggregate amount not to exceed $10,000 to secure the payment of worker’s compensation, unemployment insurance, or other social security benefits or obligations, public or statutory obligations, surety or appeal bonds, bid or performance bonds, or other obligations of a like nature incurred in the ordinary course of business.

Restriction on Other Secured Indebtedness and Liens. Without the prior written consent of Aegis and the Bigger-District Pari Passu Creditors (provided, however, that the consent of the Bigger-District Creditors will not be required at any time when all of the following two (2) conditions are met: (1) the A&R Bigger-District Notes have been Paid in Full in their entirety and (2) the aggregate principal amount outstanding under the A&R Bigger-District Unsecured Notes is less than $3,631,578): (1) no Obligor shall create, incur, assume or in any manner become liable in respect of, or suffer to exist, any indebtedness secured by any assets or property of any Obligor other than indebtedness under the A&R Aegis Note and Note, the A&R Bigger-District Notes and the 2024 Debt and subject to this Agreement; and (2) no Obligor will create, incur, assume or suffer to exist any Lien or other encumbrance of any nature whatsoever, on any of the Collateral whether now or hereafter owned, other than (A) Liens in favor of Aegis under the Aegis Note Documents as in effect on the Effective Date and subject to this Agreement, (B) Liens in favor of the Bigger-District Creditors under the Bigger-District Note Documents as in effect on the Effective Date and subject to this Agreement, (C) Liens in favor of the 2024 Note Creditors under the 2024 Security Agreement as in effect on the Effective or securing any subsequently issued Kicker Notes pursuant to the 2024 Security Agreement as in effect on the Effective Date, and (CD) Permitted Liens. As used herein, the term “Permitted Liens” means (a) Liens for taxes, fees, assessments, or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings (which proceedings have the effect of preventing the enforcement of such Lien) for which adequate reserves in accordance with GAAP are being maintained, provided, that the same have no priority over any of Aegis’ or the Bigger-District Pari Passu Creditors’ security interests in the Collateral except as required pursuant to applicable law; (b) Liens of materialmen, mechanics, carriers, or other similar Liens arising in the ordinary course of business and securing obligations which are not delinquent or are being contested in good faith by appropriate proceedings (which proceedings have the effect of preventing the enforcement of such lien) for which adequate reserves in accordance with GAAP are being maintained; (c) Liens which constitute banker’s liens, rights of set-off, or similar rights as to deposit accounts or other funds maintained with a bank or other financial institution (but only to the extent such banker’s liens, rights of set-off or other rights are in respect of customary service charges relative to such deposit accounts and other funds, and not in respect of any loans or other extensions of credit by such bank or other financial institution to such Obligor); and (d) cash deposits or pledges of an aggregate amount not to exceed $10,000 to secure the payment of worker’s compensation, unemployment insurance, or other social security benefits or obligations, public or statutory obligations, surety or appeal bonds, bid or performance bonds, or other obligations of a like nature incurred in the ordinary course of business.