Common use of Liens, Generally Clause in Contracts

Liens, Generally. Tenant shall not, directly or indirectly, create or cause to be imposed, claimed or filed upon the Leased Property, the OTA Assets or any of Tenant’s assets, properties or income or any portion thereof related to the Leased Property or upon the interest of Batesville Healthcare Center Batesville, Arkansas Landlord therein, any Lien of any nature whatsoever, except upon Landlord’s prior written consent which consent may be withheld in Landlord’s sole and absolute discretion. If, because of any act or omission of Tenant, any such Lien shall be imposed, claimed or filed by any party whosoever or whatsoever, Tenant shall, subject to Section 7.3, at its sole cost and expense, cause the same to be promptly (and in no event later than thirty (30) days following receipt of notice of such Lien) fully paid and satisfied or otherwise promptly discharged of record (by bonding or otherwise) and Tenant shall indemnify, save, pay, insure and hold Landlord harmless from and against any and all costs, liabilities, suits, penalties, claims and demands whatsoever, and from and against any and all reasonable attorney’s fees, at both trial and all appellate levels, resulting or on account thereof and therefrom. In the event that Tenant shall fail to comply with the foregoing provisions of this Section 7.1, Landlord shall have the option, but not the obligation, of paying, satisfying or otherwise discharging (by bonding or otherwise) such Lien and Tenant agrees to reimburse Landlord, upon demand and as an Additional Charge, for all sums so paid and for all costs and expenses incurred by Landlord in connection therewith, together with interest thereon, until paid. Notwithstanding anything to the contrary, Tenant shall (i) be entitled to secure accounts receivable financing (the “AR Financing”) from an accounts receivable lender (the “AR Lender”) of Tenant’s selection, which AR Financing shall be secured by a first priority lien in such Tenant’s accounts receivable and other Tenant’s Personal Property located at the Facility and the Affiliated Leased Properties (but no others) (the “AR Collateral”); and, (ii) in connection with Tenant securing such AR Financing, Landlord shall subordinate the priority of its security interest, if any, in the AR Collateral, including accounts receivable, pursuant to the terms of a commercially reasonable Intercreditor Agreement agreed to between Landlord, Tenant, AR Lender and any Mortgagee. Further, the restrictions contained herein shall not be construed to prohibit purchase money liens in connection with the financing of vehicles or other equipment and property serving the Facility, provided the sum of such financing of equipment and property (other than vehicles) does not exceed $25,000 per year.

Liens, Generally. Tenant shall not, directly or indirectly, not create or cause to be imposed, claimed or filed upon the Leased PropertyPremises, the OTA Assets or any of Tenant’s assets, properties or income or any portion thereof related to the Leased Property thereof, or upon the interest of Batesville Healthcare Center Batesville, Arkansas Landlord therein, any Lien of any nature lien, charge or encumbrance whatsoever, except upon Landlord’s prior written consent which consent may be withheld in Landlord’s sole and absolute discretion. If, because of any act or omission of Tenant, any such Lien lien, charge or encumbrance shall be imposed, claimed or filed by any party whosoever or whatsoeverfiled, Tenant shall, subject to Section 7.3, at its sole cost and expense, cause the same to be promptly (and in no event later than thirty (30) days following receipt of notice of such Lien) fully paid and satisfied or otherwise promptly discharged of record (by bonding or otherwise) and Tenant shall indemnify, save, pay, insure indemnify and save and hold Landlord harmless from and against any and all costs, liabilities, suits, penalties, claims and demands whatsoever, and from and against any and all reasonable attorney’s attorneys’ fees, at both trial and all appellate levels, resulting or on account thereof and therefrom. In the event that Tenant shall fail to comply with the foregoing provisions of this Section 7.115.1, Landlord shall have the option, but not the obligation, option of paying, satisfying or otherwise discharging (by bonding or otherwise) such Lien lien, charge or encumbrance and Tenant agrees to reimburse Landlord, upon demand and as an Additional ChargeRent, for all sums so paid and for all costs and expenses incurred by Landlord in connection therewith, together with interest thereonthereon as provided in this Lease, until paid. Notwithstanding anything The terms and conditions of this section shall in no way limit Tenant’s right to place a lien upon any of Tenant’s personalty or trade fixtures located on the contraryPremises. In addition, Tenant shall have the unconditional right to grant mortgages (a “Leasehold Mortgage”) covering the leasehold interest created by this Lease and in and to the Improvements and any fixtures, furnishings, machinery or equipment owned by Tenant and located therein. The following terms and provisions shall apply to any Leasehold Mortgage: (i) Tenant may give notice to Landlord that all notices under this Lease should also be entitled given to secure accounts receivable financing the holder of the Leasehold Mortgage (the “AR FinancingLeasehold Mortgagee”) from an accounts receivable lender (), and upon receipt of such notice, Landlord will copy the “AR Lender”) Leasehold Mortgagee on any notices of Tenant’s selectiondefault sent under this Lease, which AR Financing shall be secured by a first priority lien in such Tenant’s accounts receivable and other Tenant’s Personal Property located at the Facility and address provided by Tenant. A Leasehold Mortgagee may, but shall not be obligated to, cure any default or perform any obligation to be performed by Tenant hereunder in the Affiliated Leased Properties (but no others) (the “AR Collateral”); and, same period of time provided for Tenant to perform or cure any non-performance hereunder. (ii) in connection with Tenant securing such AR FinancingNo assignment of this Lease to a Leasehold Mortgagee, Landlord shall subordinate the priority of or foreclosure by a Leasehold Mortgagee against Tenant’s interest under this Lease or its security interest, if any, interest in the AR CollateralImprovements and/or any subleases thereof, including accounts receivable, pursuant shall be deemed an assignment in violation of this Lease. Landlord agrees that any Leasehold Mortgagee who has been identified by Tenant as a Leasehold Mortgagee may notify Landlord that such Leasehold Mortgagee has succeeded to the terms interest of a commercially reasonable Intercreditor Agreement agreed “Tenant” hereunder, and Landlord thereafter shall treat such Leasehold Mortgagee as the Tenant hereunder without any obligation to between Landlord, Tenant, AR Lender and any Mortgagee. Further, inquire into the restrictions contained herein shall not be construed to prohibit purchase money liens in connection with the financing of vehicles or other equipment and property serving the Facility, provided the sum validity of such financing Leasehold Mortgagee’s right to succeed to the interest of equipment and property (other than vehicles) does not exceed $25,000 per year“Tenant” hereunder.

Liens, Generally. Tenant shall notNo Restricted Person will create, directly incur, assume --------------- or indirectlypermit to exist any Lien on any property or asset now owned or hereafter acquired by it, create or cause to be imposed, claimed (except as expressly permitted by Section 6.05) assign or filed upon the Leased Property, the OTA Assets or sell any of Tenant’s assets, properties or income or revenues (including accounts receivable) or rights in respect of any portion thereof related to thereof, except: (i) Liens created under the Leased Property or upon the interest of Batesville Healthcare Center Batesville, Arkansas Landlord therein, Loan Documents; (ii) Permitted Encumbrances; (iii) any Lien on any property or asset of any nature whatsoever, except upon Landlord’s prior written consent which consent may be withheld Restricted Person existing on the Restatement Effective Date and set forth in Landlord’s sole and absolute discretion. If, because of any act or omission of Tenant, any Schedule 6.02; provided that (i) such Lien shall be imposed, claimed not apply to any other property or filed by asset -------- of any party whosoever or whatsoever, Tenant shall, subject to Section 7.3, at its sole cost Restricted Person and expense, cause the same to be promptly (and in no event later than thirty (30) days following receipt of notice of such Lien) fully paid and satisfied or otherwise promptly discharged of record (by bonding or otherwise) and Tenant shall indemnify, save, pay, insure and hold Landlord harmless from and against any and all costs, liabilities, suits, penalties, claims and demands whatsoever, and from and against any and all reasonable attorney’s fees, at both trial and all appellate levels, resulting or on account thereof and therefrom. In the event that Tenant shall fail to comply with the foregoing provisions of this Section 7.1, Landlord shall have the option, but not the obligation, of paying, satisfying or otherwise discharging (by bonding or otherwiseii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date and Tenant agrees extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof (except to reimburse Landlord, upon demand the extent of any interest accrued thereon and as an Additional Charge, for all sums so paid and for all costs and any fees or expenses incurred by Landlord payable in connection therewith, together with interest thereon, until paid. Notwithstanding anything ); (iv) any Lien existing on any property or asset prior to the contraryacquisition thereof by any Restricted Person or existing on any property or asset of any Person that becomes a Subsidiary after the Restatement Effective Date prior to the time such Person becomes a Subsidiary; provided -------- that (A) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, Tenant as the case may be, (B) such Lien shall not apply to any other property or assets of any Restricted Person and (iC) be entitled such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof (except to the extent of any interest accrued thereon and any fees or expenses payable in connection therewith); (v) Liens on fixed or capital assets acquired, constructed or improved by any Restricted Person; provided that (1) such security -------- interests secure Indebtedness permitted by Section 6.01(a)(viii), 6.01(a)(ix) or 6.01(b)(C), (2) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (3) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (4) such security interests shall not apply to any other property or assets of any Restricted Person; (vi) Liens in favor of the holders of Defeased Obligations securing such Defeased Obligations; Credit Agreement ---------------- (vii) the sale of accounts receivable financing pursuant to a Permitted Securitization, customary Liens on the purchased property thereunder and Liens resulting from the characterization of such sale as secured Indebtedness; (the “AR Financing”viii) from an accounts receivable lender Liens on Equity Interests in Unrestricted Subsidiaries; provided that such Liens do not secure any obligations of any Restricted -------- Person; (the “AR Lender”ix) of Tenant’s selection, which AR Financing shall be secured other Liens securing Indebtedness permitted by a first priority lien in such Tenant’s accounts receivable and other Tenant’s Personal Property located at the Facility and the Affiliated Leased Properties (but no others) (the “AR Collateral”Section 6.01(b)(C); and, (iix) in connection with Tenant securing such AR Financing, Landlord shall subordinate the priority of its security interest, if any, other Liens incurred in the AR Collateral, including accounts receivable, pursuant ordinary course of business of any Restricted Person with respect to obligations that in the terms of a commercially reasonable Intercreditor Agreement agreed to between Landlord, Tenant, AR Lender and any Mortgagee. Further, the restrictions contained herein shall not be construed to prohibit purchase money liens in connection with the financing of vehicles or other equipment and property serving the Facility, provided the sum of aggregate for all such financing of equipment and property (other than vehicles) does obligations do not exceed $25,000 per year5,000,000 at any time outstanding.