or the immediately preceding
five plan years, but excluding any Multi-employer Plan.
"Permits" means all licenses, permits, variances and certificates used in
connection with the ownership, operation, use or occupancy by each Obligor and
each Debtor in respect of its Properties (including certificates of occupancy,
business licenses, state health department licenses, licenses to conduct
business and all such other permits, licenses and rights, obtained from any
Governmental Authority or private Person concerning ownership, operation, use or
occupancy of the Property).
"Permitted Liens" means:
(A)
THE AGENT'S LIENS;
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(B)
PRE-PETITION LIENS AND LIENS RESULTING FROM THE REFINANCING OF THE
OBLIGATIONS SECURED THEREBY; PROVIDED THAT (I) SUCH REFINANCING IS ON THE SAME
OR SUBSTANTIALLY SIMILAR TERMS, (II) THE OBLIGATIONS SECURED THEREBY (A) SHALL
NOT BE INCREASED, (B) SHALL HAVE A FINAL MATURITY NO SOONER THAN AND A WEIGHTED
AVERAGE LIFE NO LESS THAN THE OBLIGATIONS BEING REFINANCED AND (C) SHALL NOT BE
THE OBLIGATION OF ANY PERSON OTHER THAN THE PERSON PREVIOUSLY OBLIGATED THEREON,
AND (III) THE LIENS SHALL NOT COVER ANY ADDITIONAL PROPERTY;
(C)
LIENS FOR TAXES, FEES, ASSESSMENTS, OR OTHER CHARGES OF A
GOVERNMENTAL AUTHORITY NOT OVERDUE BY MORE THAN 30 DAYS OR, IF MORE THAN 30 DAYS
OVERDUE, WHICH ARE (I) SUBJECT TO THE AUTOMATIC STAY OR (II) 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 THE
APPLICABLE DEBTOR'S BOOKS AND RECORDS;
(D)
LIENS (I) CONSISTING OF DEPOSITS MADE IN THE ORDINARY COURSE OF
BUSINESS EXCLUSIVELY 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 BORROWED MONEY) OR TO SECURE INDEMNITY, PERFORMANCE,
PERFORMANCE AND COMPLETION BONDS OR GUARANTEES, OTHER SIMILAR OBLIGATIONS FOR
THE PERFORMANCE OF BIDS, TENDERS, OR CONTRACTS (OTHER THAN FOR THE REPAYMENT OF
BORROWED MONEY) OR TO SECURE STATUTORY OBLIGATIONS (OTHER THAN LIENS ARISING
UNDER ERISA OR ENVIRONMENTAL LIENS) OR SURETY, STAY, CUSTOMS OR APPEAL OR OTHER
SIMILAR BONDS, (II) CONSISTING OF DEPOSITS MADE IN THE ORDINARY COURSE OF
BUSINESS EXCLUSIVELY TO SECURE LIABILITY FOR INSURANCE PREMIUMS OR DEDUCTIBLES
OR SELF-RETENTION AMOUNTS, (III) SECURING DEBT OF THE TYPE SET FORTH IN
SECTION 9.11(A)(IX) SECURED EXCLUSIVELY BY THE POLICIES FINANCED THEREBY (AND
THE PROCEEDS THEREOF), AND (IV) CONSISTING OF DEPOSITS IN RESPECT OF LETTERS OF
CREDIT OR BANK GUARANTIES POSTED EXCLUSIVELY TO SUPPORT PAYMENT OF THE ITEMS IN
CLAUSES (I) AND (II) OR EXCLUSIVELY TO SECURE LETTERS OF CREDIT OR BANK
GUARANTIES OTHERWISE PERMITTED UNDER SECTION 9.11(A)(VI) OR
SECTION 9.11(A)(XVII);
(E)
LIENS SECURING THE CLAIMS OR DEMANDS OF CARRIERS, WAREHOUSEMEN,
LANDLORDS, AND OTHER LIKE PERSONS;
(F)
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
ESTATE OF A DEBTOR INCLUDING ANY REA; PROVIDED THAT SUCH LIENS DO NOT IN THE
AGGREGATE