Permitted Liens. Means the following: (i) purchase money security interests in specific items of Equipment; (ii) leases of specific items of Equipment; (iii) liens for taxes not yet payable; (iv) additional security interests and liens consented to in writing by Silicon, which consent shall not be unreasonably withheld; (v) security interests being terminated substantially concurrently with this Agreement; (vi) liens of materialmen, mechanics, warehousemen, carriers, or other similar liens arising in the
... ordinary course of business and securing obligations which are not delinquent; (vii) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described above in clauses (i) or (ii) above, provided that any extension, renewal or replacement lien is limited to the property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; (viii) Liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods. Silicon will have the right to require, as a condition to its consent under subparagraph (iv) above, that the holder of the additional security interest or lien sign an intercreditor agreement on Silicon's then standard form, acknowledge that the security interest is subordinate to the security interest in favor of Silicon, and agree not to take any action to enforce its subordinate security interest so long as any Obligations remain outstanding, and that Borrower agree that any uncured default in any obligation secured by the subordinate security interest shall also constitute an Event of Default under this Agreement.
View More
Permitted Liens.
Means means the following: (i) purchase money security interests in specific items of Equipment; (ii) leases of specific items of Equipment; (iii) liens for taxes not yet
payable; payable, or being contested in the manner contemplated in Section 3.8 above; (iv)
subject to the written consent of PFG on a case by case basis that such event(s) shall not give rise to an Event of Default, which consent may be given or withheld in PFG's business judgment or subject to such conditions as PFG may... determine in good faith, liens for fees, assessments, or other charges of a governmental authority, provided that the payment of such fees, assessments, or other charges of a governmental authority referenced in this clause (iv) that are due and payable are being contested in good faith and by appropriate proceedings diligently pursued and as to which adequate financial reserves have been established in accordance with GAAP on Borrower's books and records and a stay of enforcement of any such lien is in effect; (v) liens on deposits made by Borrower in the ordinary course of business in connection with, or to secure payment of, obligations under worker's compensation, unemployment insurance, social security, and other similar laws, or to secure the performance of bids, tenders, or contracts (other than for the repayment of Indebtedness) or to secure indemnity, performance, or other similar bonds for the performance of bids, tenders, or contracts (other than for the repayment of Indebtedness) or to secure statutory obligations (other than Liens arising under ERISA or Environmental Liens) or surety or appeal bonds, or to secure indemnity, performance, or other similar bonds; (vi) liens constituting encumbrances in the nature of reservations, exceptions, encroachments, easements, rights of way, covenants running with the land, and other similar title exceptions or encumbrances affecting any Real Property, provided that any such liens do not in the aggregate materially interfere with the use of such Real Property in the ordinary conduct of Borrower's business; (vii) liens arising from judgments and attachments in connection with court proceedings, provided that (a) the attachment or enforcement of such liens would not otherwise result in an Event of Default hereunder, (b) such liens are being contested in good faith by appropriate proceedings diligently pursued, (c) adequate financial reserves have been established on Borrower's books and records in accordance with GAAP, (d) no Collateral with an aggregate value in excess of $250,000 is subject to a material risk of loss or forfeiture, and (e) a stay of execution pending appeal or proceeding for review is in effect; (viii) any additional security interests and liens consented to in writing by Silicon, PFG, which consent shall not may be unreasonably withheld; (v) security interests being terminated substantially concurrently with this Agreement; (vi) liens of materialmen, mechanics, warehousemen, carriers, or other similar liens arising withheld in the ordinary course of its good faith business and securing obligations which are not delinquent; (vii) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described above in clauses (i) or (ii) above, provided that any extension, renewal or replacement lien is limited to the property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; (viii) Liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods. Silicon judgment. PFG will have the right to require, as a condition to its consent under this subparagraph (iv) above, (iv), that the holder of the additional security interest or lien sign an intercreditor agreement on Silicon's PFG's then standard form, acknowledge that the security interest is subordinate to the security interest in favor of Silicon, PFG, and agree not to take any action to enforce its subordinate security interest so long as any Obligations remain outstanding, and that Borrower agree that any uncured default in any obligation secured by the subordinate security interest shall also constitute an Event of Default under this Agreement. Agreement; (ix) security interests being terminated substantially concurrently with this Agreement; (x) liens of materialmen, mechanics, warehousemen, carriers, or other similar liens arising in the ordinary course of business and securing obligations which are not delinquent; provided, that Borrower may, however, defer payment of any of the foregoing which are contested by Borrower in good faith, provided that Borrower (a) contests the same by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies PFG in writing of the commencement of, and any material development in, any such proceedings which involved $250,000 either individually or in the aggregate, and (c) posts bonds or takes any other steps required to stay the enforcement of any such lien upon any of the Collateral against which such person could then proceed; 11 (xi) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described above in clauses (i) or (ii) above or clause (xiv) below, provided that any extension, renewal or replacement lien is limited to the property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; (xii) liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods; (xiii) statutory, common law or contractual liens of depository institutions or institutions holding securities account (including rights of set-off) securing only customary charges and fees in connection with such accounts; and (xiv) liens in favor of Senior Lender securing an amount not in excess of the Senior Debt Limit.
View More
Permitted Liens.
Means means the following: (i) purchase money security interests in specific items of Equipment; (ii) leases of specific items of Equipment; (iii) liens for taxes not yet
payable; payable, or being contested in the manner contemplated in Section 3.8 above; (iv)
subject to the written consent of PFG on a case by case basis that such event(s) shall not give rise to an Event of Default, which consent may be given or withheld in PFG's business judgment or subject to such conditions as PFG may... determine in good faith, liens for fees, assessments, or other charges of a governmental authority, provided that the payment of such fees, assessments, or other charges of a governmental authority referenced in this clause (iv) that are due and payable are being contested in good faith and by appropriate proceedings diligently pursued and as to which adequate financial reserves have been established in accordance with GAAP on Borrower's books and records and a stay of enforcement of any such lien is in effect; (v) liens on deposits made by Borrower in the ordinary course of business in connection with, or to secure payment of, obligations under worker's compensation, unemployment insurance, social security, and other similar laws, or to secure the performance of bids, tenders, or contracts (other than for the repayment of Indebtedness) or to secure indemnity, performance, or other similar bonds for the performance of bids, tenders, or contracts (other than for the repayment of Indebtedness) or to secure statutory obligations (other than Liens arising under ERISA or Environmental Liens) or surety or appeal bonds, or to secure indemnity, performance, or other similar bonds; (vi) liens constituting encumbrances in the nature of reservations, exceptions, encroachments, easements, rights of way, covenants running with the land, and other similar title exceptions or encumbrances affecting any Real Property, provided that any such liens do not in the aggregate materially interfere with the use of such Real Property in the ordinary conduct of Borrower's business; (vii) liens arising from judgments and attachments in connection with court proceedings, provided that (a) the attachment or enforcement of such liens would not otherwise result in an Event of Default hereunder, (b) such liens are being contested in good faith by appropriate proceedings diligently pursued, (c) adequate financial reserves have been established on Borrower's books and records in accordance with GAAP, (d) no Collateral with an aggregate value in excess of $250,000 is subject to a material risk of loss or forfeiture, and (e) a stay of execution pending appeal or proceeding for review is in effect; (viii) any additional security interests and liens consented to in writing by Silicon, PFG, which consent shall not may be unreasonably withheld; (v) security interests being terminated substantially concurrently with this Agreement; (vi) liens of materialmen, mechanics, warehousemen, carriers, or other similar liens arising withheld in the ordinary course of its good faith business and securing obligations which are not delinquent; (vii) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described above in clauses (i) or (ii) above, provided that any extension, renewal or replacement lien is limited to the property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; (viii) Liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods. Silicon judgment. PFG will have the right to require, as a condition to its consent under this subparagraph (iv) above, (iv), that the holder of the additional security interest or lien sign an intercreditor agreement on Silicon's PFG's then standard form, acknowledge that the security interest is subordinate to the security interest in favor of Silicon, PFG, and agree not to take any action to enforce its subordinate security interest so long as any Obligations remain outstanding, and that Borrower agree that any uncured default in any obligation secured by the subordinate security interest shall also constitute an Event of Default under this Agreement. Agreement; (ix) security interests being terminated substantially concurrently with this Agreement; (x) liens of materialmen, mechanics, warehousemen, carriers, or other similar liens arising in the ordinary course of business and securing obligations which are not delinquent; provided, that Borrower may, however, defer payment of any of the foregoing which are contested by Borrower in good faith, provided that Borrower (a) contests the same by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies PFG in writing of the commencement of, and any material development in, any such proceedings which involved $250,000 either individually or in the aggregate, and (c) posts bonds or takes any other steps required to stay the enforcement of any such lien upon any of the Collateral against which such person could then proceed; (xi) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described above in clauses (i) or (ii) above or clause (xiv) below, provided that any extension, renewal or replacement lien is limited to the property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; 11 (xii) liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods; (xiii) statutory, common law or contractual liens of depository institutions or institutions holding securities account (including rights of set-off) securing only customary charges and fees in connection with such accounts; and (xiv) liens in favor of the Bridge Lenders securing obligations under the Bridge Notes, so long as such liens are subordinated to the liens of PFG.
View More
Permitted Liens.
Means means the following: (i) purchase money security interests in specific items of Equipment; (ii) leases of specific items of Equipment; (iii) liens for taxes not yet payable; (iv) additional security interests and liens consented to in writing by
Silicon, PFG, which consent
may be withheld in its good faith business judgment. PFG will have the right to require, as a condition to its consent under this subparagraph (iv), that the holder of the additional security interest or lien sign an... intercreditor agreement on PFG's then standard form, acknowledge that the security interest is subordinate to the security interest in favor of PFG, and agree not to take any action to enforce its subordinate security interest so long as any Obligations remain outstanding, and that Borrower agrees that any uncured default in any obligation secured by the subordinate security interest shall not be unreasonably withheld; also constitute an Event of Default under this Agreement; (v) security interests being terminated substantially concurrently with this Agreement; (vi) liens of materialmen, mechanics, warehousemen, carriers, or other similar liens arising in the ordinary course of business and securing obligations which are not delinquent; (vii) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described above in clauses (i) or (ii) above, provided that any extension, renewal or replacement lien is limited to the property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; (viii) Liens liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods. Silicon will goods; (ix) statutory, common law or contractual liens of depository institutions or institutions holding securities accounts (including rights of set-off) securing only customary charges and fees in connection with such accounts; (x) Liens to secure payment of workers' compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA), provided such liens have no priority over any of PFG's Liens; (xi) Liens against Lease Receivables with respect to which the right to require, as Senior Lender has provided a condition to its consent under subparagraph (iv) above, that the holder release in accordance with Section 4.3 of the additional security interest or lien sign an intercreditor agreement on Silicon's then standard form, acknowledge that Senior Lender's Loan & Security Agreement with Borrowers, securing no more than $2,500,000 in the security interest is subordinate to the security interest aggregate amount outstanding for all Borrowers; and -11- Partners for Growth II, L.P. Loan and Security Agreement (xii) liens in favor of Silicon, and agree Senior Lender securing an amount not to take any action to enforce its subordinate security interest so long as any Obligations remain outstanding, and that Borrower agree that any uncured default in any obligation secured by excess of the subordinate security interest shall also constitute an Event of Default under this Agreement. Senior Debt Limit.
View More
Permitted Liens.
Means means the following: (i) purchase money security interests in specific items of
Equipment; Equipment *; * AND THE INTERESTS OF LESSORS UNDER CAPITALIZED LEASES OF SPECIFIC ITEMS OF EQUIPMENT (AS TO WHICH BORROWER IS THE LESSEE) -16- SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT (ii)
* leases of specific items of Equipment;
* THE INTERESTS OF LESSORS UNDER OPERATING LEASES OF SPECIFIC ITEMS OF EQUIPMENT (AS TO WHICH BORROWER IS THE LESSEE) IN THE ORDINARY COURSE OF BUSINESS AND THE... INTERESTS OF LICENSORS UNDER LICENSES OF SPECIFIC ITEMS OF INTELLECTUAL PROPERTY (AS TO WHICH BORROWER IS THE LICENSEE) IN THE ORDINARY COURSE OF BUSINESS (iii) liens for taxes not yet payable; (iv) additional security interests and liens consented to in writing by Silicon, which consent shall not may be unreasonably withheld; withheld in its good faith business judgment; (v) security interests being terminated substantially concurrently with this Agreement; (vi) (A) liens of landlords, warehousemen, and other bailees, if and to the extent such lien is (1) pursuant to applicable law, expressly junior and subordinate to the security interests of Silicon, or (2) subject to a landlord agreement or bailee agreement (in form and substance satisfactory to Silicon in its good faith business judgment) duly executed and delivered to Silicon by such lienholder and in full force and effect; and (B) liens of materialmen, mechanics, warehousemen, carriers, or other similar liens arising in the ordinary course of business and securing obligations which are not delinquent; (vii) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described above in clauses (i) or (ii) above, provided that any extension, renewal or replacement lien is limited to the property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; (viii) Liens liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods. goods +. + (ix) JUDGMENT LIENS THE EXISTENCE OF WHICH DOES NOT CONSTITUTE AN EVENT OF DEFAULT UNDER SECTION 7.1(f); (x) DEPOSITS TO SECURE BORROWER'S PERFORMANCE OF BIDS, TENDERS, OR LEASES INCURRED IN THE ORDINARY COURSE OF BUSINESS OF BORROWER AND NOT IN CONNECTION WITH THE BORROWING OF MONEY; (xi) LIENS WHICH CONSTITUTE BANKER'S LIENS, RIGHTS OF SET-OFF OR SIMILAR RIGHTS AS TO DEPOSIT ACCOUNTS, SECURITIES 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, SECURITIES ACCOUNTS, AND OTHER FUNDS, AND NOT IN RESPECT OF ANY LOANS OR OTHER EXTENSIONS OF CREDIT TO BORROWER); AND (xii) DEPOSITS MADE IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH WORKER'S COMPENSATION INSURANCE, UNEMPLOYMENT INSURANCE, AND SOCIAL SECURITY Silicon will have the right to require, as a condition to its consent under subparagraph (iv) above, that the holder of the additional security interest or lien sign an intercreditor agreement on Silicon's then standard form, acknowledge that the security interest is subordinate to the security interest in favor of Silicon, and agree not to take any action to enforce its subordinate security interest so long as any Obligations remain outstanding, and that Borrower agree hereby agrees that any uncured default in any obligation secured by the subordinate security interest shall also constitute an Event of Default under this Agreement.
View More
Permitted Liens.
Means means the following: (i) purchase money security interests in specific items of Equipment; (ii) leases of specific items of Equipment; (iii) liens for taxes not yet payable;
-12- (iv) additional security interests and liens consented to in writing by
Silicon, PFG, which consent
may be withheld in its good faith business judgment. PFG will have the right to require, as a condition to its consent under this subparagraph (iv), that the holder of the additional security interest or lien sign... an intercreditor agreement on PFG's then standard form, acknowledge that the security interest is subordinate to the security interest in favor of PFG, and agree not to take any action to enforce its subordinate security interest so long as any Obligations remain outstanding, and that Borrower agrees that any uncured default in any obligation secured by the subordinate security interest shall not be unreasonably withheld; also constitute an Event of Default under this Agreement; (v) security interests being terminated substantially concurrently with this Agreement; (vi) liens of materialmen, mechanics, warehousemen, carriers, or other similar liens arising in the ordinary course of business and securing obligations which are not delinquent; (vii) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described above in clauses (i) or (ii) above, provided that any extension, renewal or replacement lien is limited to the property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; (viii) Liens liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods. Silicon will have the right to require, as a condition to its consent under subparagraph (iv) above, that the holder goods; (ix) statutory, common law or contractual liens of the additional security interest depository institutions or lien sign an intercreditor agreement on Silicon's then standard form, acknowledge that the security interest is subordinate to the security interest institutions holding securities account (including rights of set-off) securing only customary charges and fees in connection with such accounts; and (x) liens in favor of Silicon, and agree Senior Lender securing an amount not to take any action to enforce its subordinate security interest so long as any Obligations remain outstanding, and that Borrower agree that any uncured default in any obligation secured by excess of the subordinate security interest shall also constitute an Event of Default under this Agreement. Senior Debt Limit.
View More
Permitted Liens.
Means means the following: (i) purchase money security interests in specific items of Equipment; (ii) leases of specific items of Equipment; (iii) liens for taxes not yet payable; (iv) additional security interests and liens consented to in writing by
Silicon, PFG, which consent
maybe withheld in its good faith business judgment. PFG will have the right to require, as a condition to its consent under this subparagraph (iv), that the holder of the additional security interest or lien sign an... intercreditor agreement on PFG's then standard form, acknowledge that the security interest is subordinate to the security interest in favor of PFG, and agree not to take any action to enforce its subordinate security interest so long as any Obligations remain outstanding, and that Borrower agree that any uncured default in any obligation secured by the subordinate security interest shall not be unreasonably withheld; also constitute an Event of Default under this Agreement; (v) security interests being terminated substantially concurrently with this Agreement; (vi) liens of materialmen, mechanics, warehousemen, carriers, or other similar liens arising in the ordinary course of business and securing obligations which are not delinquent; (vii) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described above in clauses (i) or (ii) above, provided that any extension, renewal or replacement lien is limited to the property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; (viii) Liens liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods. Silicon will have the right to require, as a condition to its consent under subparagraph (iv) above, that the holder goods; (ix) statutory, common law or contractual liens of the additional security interest depository institutions or lien sign an intercreditor agreement on Silicon's then standard form, acknowledge that the security interest is subordinate to the security interest institutions holding securities account (including rights of set-off) securing only customary charges and fees in connection with such accounts; (x) liens in favor of Silicon, a Senior Lender; (y) liens in favor of PacifiCorp or any other lien holder who is a party to any VPC contract, provided that such liens are subordinated to PFG; and agree not to take (z) liens securing Subordinated Debt. -10- Partners for Growth Loan and Security Agreement "Person" means any action to enforce its subordinate security interest so long as individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, government, or any Obligations remain outstanding, and that Borrower agree that agency or political division thereof, or any uncured default in any obligation secured by the subordinate security interest shall also constitute an Event of Default under this Agreement. other entity.
View More
Permitted Liens.
Means means the following: (i) purchase money security interests in specific items of
Equipment to secure the purchase price for such specific items and not any other Equipment; (ii) leases of specific items of Equipment; (iii) liens for taxes not yet payable; (iv) additional security interests and liens consented to in writing by
Silicon, Lender, which consent
shall not be unreasonably withheld; Lender may withhold in its sole and absolute discretion; (v)
security interests being terminated... substantially concurrently with this Agreement; (vi) liens of materialmen, mechanics, warehousemen, carriers, or other similar liens arising in the ordinary course of business and securing obligations which are not delinquent; (vii) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described above in clauses (i) or (ii) above, provided that any extension, renewal or replacement lien is limited to the property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; (viii) (vi) Liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods. Silicon Without creating any expressed or implied duty on Lender's part to grant its approval to any other liens on the Collateral, Lender will have the right to require, as a condition to its consent under subparagraph (iv) above, that the holder of the additional security interest or lien sign an intercreditor agreement on Silicon's Lender's then standard form, acknowledge that the security interest is subordinate to the security interest in favor of Silicon, Lender, and agree not to take any action to enforce its subordinate security interest so long as any Obligations remain 8 outstanding, and that Borrower agree agrees that any uncured default in any obligation secured by the subordinate security interest shall also constitute an Event of Default under this Agreement. A full, true and complete list of the Permitted Liens existing on the Collateral as of the date of this Agreement and of the secured parties/equipment lessors under such Permitted Liens is set forth in Schedule 1.
View More
Permitted Liens.
Means means the following: (i) purchase money security interests in specific items of Equipment; (ii) leases of specific items of Equipment; (iii) liens for taxes not yet payable; (iv) additional security interests and liens consented to in writing by Silicon, which consent shall not be unreasonably withheld; (v) security interests being terminated substantially concurrently with this Agreement; (vi) liens of materialmen, mechanics,
warehousemen, warehousemen, carriers, or other similar liens
... arising in the ordinary ordinary course of business and securing obligations which are not delinquent; (vii) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described above in clauses (i) or (ii) above, provided that any extension, renewal or replacement replacement lien is limited to the property encumbered by the existing lien and the principal amount of the indebtedness indebtedness being extended, renewed or refinanced does not increase; (viii) Liens increase; and (viii)liens in favor of customs and revenue authorities authorities which secure payment of customs duties in connection connection with the importation of goods. Silicon will have the right to require, as a condition to its consent under subparagraph subsection (iv) above, that the holder of the additional security security interest or lien sign an intercreditor agreement on Silicon's then standard form, acknowledge that the security security interest is subordinate to the security interest in favor of Silicon, and agree not to take any action to enforce its subordinate security interest so long as any Obligations remain outstanding, and that Borrower agree that any uncured uncured default in any obligation secured by the subordinate security interest shall also constitute an Event of Default under this Agreement.
View More
Permitted Liens.
Means the following: (i) purchase money security interests in specific items of Equipment; (ii) leases of specific items of Equipment; (iii)
liens for taxes not yet payable; *; (iv) additional security interests and liens consented to in writing by Silicon, which consent
shall not may be
unreasonably withheld; withheld in its good faith business judgment; (v) security interests being terminated substantially concurrently with this Agreement; (vi) liens of materialmen, mechanics, warehousemen,
... carriers, or other similar liens arising in the ordinary course of business and securing obligations which are not delinquent; (vii) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described above in clauses (i) or (ii) above, provided that any extension, renewal or replacement lien is limited to the property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; (viii) Liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods. goods **, Silicon will have the right to require, as a condition to its consent under subparagraph (iv) above, that the holder of the additional security interest or lien sign an intercreditor agreement on Silicon's then standard form, acknowledge that the security interest is subordinate to the security interest in favor of Silicon, and agree not to take any action to enforce its subordinate security interest so long as any Obligations remain outstanding, and that Borrower agree hereby agrees that any uncured default in any obligation secured by the subordinate security interest shall also constitute an Event of Default under this Agreement. * (A) INCHOATE LIENS FOR TAXES NOT YET PAYABLE; AND (B) LIENS FOR TAXES (OTHER THAN PAYROLL TAXES OR TAXES THAT ARE THE SUBJECT OF A UNITED STATES FEDERAL TAX LIEN) BEING DILIGENTLY CONTESTED BY BORROWER IN GOOD FAITH, PROVIDED THAT (1) A RESERVE WITH RESPECT TO SUCH OBLIGATION IS -21- ESTABLISHED ON THE BOOKS OF BORROWER IN ACCORDANCE WITH GAAP (OR, IF HIGHER, IN AN AMOUNT THAT SILICON IN ITS GOOD FAITH BUSINESS JUDGMENT BELIEVES TO BE APPROPRIATE UNDER THE CIRCUMSTANCES), AND (2) SILICON IS SATISFIED THAT, WHILE ANY SUCH PROTEST IS PENDING, THERE WILL BE NO IMPAIRMENT OF THE ENFORCEABILITY, VALIDITY, OR PRIORITY OF ANY OF THE SECURITY INTERESTS OF SILICON IN AND TO THE COLLATERAL ** ; (ix) WITH RESPECT TO ANY REAL PROPERTY OF BORROWER, EASEMENTS, RIGHTS OF WAY, ZONING AND SIMILAR COVENANTS AND RESTRICTIONS, AND SIMILAR ENCUMBRANCES THAT CUSTOMARILY EXIST ON REAL PROPERTIES OF PERSONS ENGAGED IN SIMILAR ACTIVITIES AND SIMILARLY SITUATED AND THAT IN ANY EVENT DO NOT MATERIALLY INTERFERE WITH OR IMPAIR THE USE OR OPERATION OF THE COLLATERAL BY BORROWER OR THE VALUE OF SILICON'S SECURITY INTEREST THEREIN, OR MATERIALLY INTERFERE WITH THE ORDINARY CONDUCT OF THE BUSINESS OF BORROWER; AND (i) 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 BORROWER)
View More
Permitted Liens.
Means means the following: (i) purchase money security interests in specific items of Equipment; (ii) leases of specific items of Equipment; (iii) liens for
taxes taxes, fees, assessments or other government charges for levees, either not
yet payable; delinquent or being contested in good faith by appropriate proceedings; (iv) additional security interests and liens consented to in writing by
Silicon, PFG, which consent
shall not may be
unreasonably withheld; (v) security interests being... terminated substantially concurrently with this Agreement; (vi) liens of materialmen, mechanics, warehousemen, carriers, or other similar liens arising withheld in the ordinary course of its good faith business and securing obligations which are not delinquent; (vii) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described above in clauses (i) or (ii) above, provided that any extension, renewal or replacement lien is limited to the property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; (viii) Liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods. Silicon judgment. PFG will have the right to require, as a condition to its consent under this subparagraph (iv) above, (iv), that the holder of the additional security interest or lien sign an intercreditor agreement on Silicon's PFG's then standard form, acknowledge that the security interest is subordinate to the security interest in favor of Silicon, PFG, and agree not to take any action to enforce its subordinate security interest so long as any Obligations remain outstanding, and that Borrower agree that any uncured default in any obligation secured by the subordinate security interest shall also constitute an Event of Default under this Agreement. Agreement; (v) security interests being terminated substantially concurrently with this Agreement; (vi) liens of materialmen, mechanics, warehousemen, carriers, or other similar liens arising in the ordinary course of business and securing obligations which are not delinquent; (vii) cash deposits or pledges of an aggregate amount reasonably necessary 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; (viii) liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods; (ix) statutory, common law or contractual liens of depository institutions or institutions holding securities accounts (including rights of set-off) securing only customary charges and fees in connection with such accounts; (x) liens in favor of Senior Lender securing an amount not in excess of the Senior Debt Limit; (xi) liens in arising from the Existing Guarantees; (xii) cash deposits provided in connection with Borrower's credit card; and -12- Partners for Growth Loan and Security Agreement (xiii) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described above in clauses (i), (ii) or (vi) above, provided that any extension, renewal or replacement lien is limited to the property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase.
View More
