Common use of Permitted Liens Clause in Contracts

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;

Permitted Liens. Create or suffer The Company's title to exist any Lien upon any its Company Assets is free and clear of its Propertyall Liens, except other than the following (collectively, “Permitted Liens”): following: (a) Liens expressly permitted with respect to particular categories of Company Assets elsewhere in favor of Agent; this Agreement, (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); to be listed on Schedule 7.26(b) hereto, (c) Liens for Taxes taxes not yet due or being Properly Contested; and payable, (d) statutory Liens (other than Liens for Taxes goods or imposed under ERISA) arising services supplied by other Persons to the Company to the extent such Persons have not been paid in full therefor and the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby Company is not yet due in default of payment or is being Properly Contestedin good faith contesting any such payment (and provided that all contests involving amounts in excess of $20,000 shall be set forth on Schedule 7.26(d) hereto), and (iie) such Liens imperfections of title, pledges, liens and encumbrances, if any, as do not materially impair detract from the value or interfere with the present or intended use of the Property properties of the Company or otherwise materially impair operation of the Company's business of any Obligor or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to operations, and which do not secure the performance of tendersobligations for borrowed money, bidsjudgments, leasesindemnities, contractsguaranties, licensesbonds, statutory obligations and other similar surety arrangements, reimbursement obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations without limitation in respect of connection with letters of credit credit) or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to deferred portion of the Borrowers or any purchase price of their Subsidiaries); acquired property and (f) such other Liens arising as may be described in the Ordinary Course of Business commitments for title insurance delivered pursuant to Section 8.6 hereof (the items set forth in Sections 7.26(a)-(e) are herein referred to collectively as the "Permitted Liens"). Moreover, except for Permitted Liens, to the Sellers' Knowledge, no Liens exist with respect to any Land Contract Property or any other property that are subject the Company is obligated to Lien Waivers; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor acquire pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;Company Contract.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Permitted Purchase Money Debt permitted under Section 10.2.1(c)Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensationobligations, unemployment insurance as long as such Liens are at all times junior to Agent’s Liens and other social security legislation and (ii) reimbursement are required or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)provided by law; (f) Liens arising in the Ordinary Course of Business and, to the extent that any such Liens encumber Collateral that is included in the Borrowing Base or books and records related thereto, that are subject to Lien WaiversWaivers or a Rent and Charges Reserve; (g) Liens arising by virtue of a judgment or judicial order against any Obligor or Subsidiary, or any Property of an Obligor or Subsidiary (or Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants any appeal or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (jsurety bonds relating to such judgments), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so as long as such Liens are (i) to the extent not created securing any appeal or other surety bonds relating to such judgments, in contemplation of existence for less than 20 consecutive days or being Properly Contested, and (ii) and, to the extent the property encumbered by such AcquisitionLiens constitutes Collateral, at all times junior to Agent’s Liens; (n) Liens arising from precautionary UCC financing statements or similar filings;-60-

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Permitted Purchase Money Debt permitted under Section 10.2.1(c)Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISAERISA or the Code with respect to any Pension Plan or Multiemployer Plan) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor Borrower or its Domestic SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensationobligations, unemployment insurance as long as such Liens are at all times junior to Agent’s Liens and other social security legislation and (ii) reimbursement are required or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments arising by virtue of a judgment or judicial order against any Borrower or Subsidiary, or any Property of a Borrower or Subsidiary, as long as such Liens are (i) in existence for the payment of money not constituting an Event of Defaultless than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;101 117877022_2

Permitted Liens. Create MATERIAL ADVERSE EFFECT means, with reference to the Company or suffer the Subsidiary, a material adverse effect on the condition (financial or otherwise), operations, business, assets, or prospects of the Company or the Subsidiary, or on its ability to exist consummate the transactions hereby contemplated. OTHER SUBSIDIARY shall mean any Lien upon any corporation, partnership, joint venture, association or other business entity at least fifty percent (50%) of its Propertythe outstanding equity interests of which is at the time owned or controlled, except directly or indirectly, by the following Company (collectivelyother than with respect to the Subsidiary), “Permitted Liens”): or by Subsidiary, or by one or more of such Other Subsidiary entities or both. OWNERSHIP THRESHOLD shall have the meaning set forth in the first paragraph of Section 7. PERMITTED LIENS shall mean (a) Liens for taxes and assessments or governmental charges or levies not at the time due or in favor respect of Agentwhich the validity thereof shall currently be contested in good faith by appropriate proceedings conducted with due diligence and for the payment of which the Company, Subsidiary or Other Subsidiary has furnished adequate security; (b) Purchase Money Liens securing Purchase Money Debt permitted in respect of pledges or deposits under Section 10.2.1(c)workers' compensation laws or similar legislation, carriers', warehousemen's, mechanics', laborers' and materialmen's and similar Liens, if the obligations secured by such Liens are not then delinquent or are being contested in good faith by appropriate proceedings conducted with due diligence and for the payment of which the Company, Subsidiary or Other Subsidiary has furnished adequate security; and (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in incidental to the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation conduct of the business of the Company, Subsidiary or any Obligor Other Subsidiary which were not incurred in connection with the borrowing of money or its Domestic Subsidiaries; (e) Liens incurred the obtaining of advances or deposits made credits and which do not in the Ordinary Course aggregate materially detract from the value of Business its property or materially impair the use thereof in the operation of its business; and (d) purchase money liens or security interests securing the cost of acquisition of assets subject to secure the performance of tenderssuch liens or security interests. PERSON shall include all natural persons, bidscorporations, leasesbusiness trusts, contractsassociations, licensescompanies, statutory obligations partnerships, joint ventures and other similar obligations (including (i) workers’ compensationentities and governments, unemployment insurance agencies and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations political subdivisions. PLAN shall have the meaning ascribed to it in respect of letters of credit or bank guarantees for Section 3.1 hereof. PROPRIETARY INFORMATION shall have the benefit of) insurance carriers providing propertymeaning ascribed thereto in Section 3.16, casualty or liability insurance above. PROPRIETARY INFORMATION AGREEMENT shall have the meaning ascribed to the Borrowers or any of their Subsidiaries); (f) Liens arising it in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;3.19 hereof.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): (a) fj. Liens in favor of Agentcreated pursuant to any Loan Document; (b) fk. Purchase Money Liens securing Permitted Purchase Money Debt permitted under incurred in reliance on Section 10.2.1(c); (c) fl. Liens for Taxes not yet due delinquent or being Properly Contested; (d) statutory fm. contractual Liens and Liens imposed by law (other than Liens for Taxes or imposed under ERISA) such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due delinquent or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic SubsidiariesObligor; (e) fn. Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contractscontracts (except those relating to Borrowed Money), licensessurety, stay customs and appeal bonds, statutory obligations and other similar obligations (including (i) workers’ compensationobligations, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations arising as a result of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)progress payments under government contracts; (f) fo. Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) 101 fp. Liens securing judgments for arising by virtue of a judgment or judicial order to the payment of money extent such judgment does not constituting constitute an Event of Default; (h) fq. easements, rights-of-way, survey exceptions, title exceptions, restrictions, covenants or other agreements of record, minor defects or other irregularities in title and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not materially interfere with the Ordinary Course of Business; (i) fr. municipal and zoning ordinances, building and other land use laws imposed by any governmental authority which are not violated in any material respect by existing improvements or the present use of Property, or in the case of any Real Estate subject to a mortgage in favor of the Term Loan Agent, encumbrances disclosed in the title insurance policy issued to the Term Loan Agent; fs. leases, subleases, licenses, sublicenses granted to others in the Ordinary Course of Business; ft. any interest or title of a lessor or sublessor, licensor or sublicensor under any lease or license not prohibited by this Agreement or the other Security Documents, including any interest of a xxxxxx; fu. normal and customary rights of setoff upon deposits or securities in favor of depository institutionsinstitutions or brokerages, and Liens of a collecting bank on Payment Items payment items in the course of collection, bankers’ Liens securing amounts owing to such bank with respect to overdrafts, cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall such Liens secure (j) existing Liens shown on Schedule 10.2.2; (keither directly or indirectly) the replacement, extension or renewal repayment of any Lien permitted by clause Debt (jother than on account of such overdrafts, netting or cash management); fv. Liens on amounts payable under insurance policies, above upon or and deposits arising in the same property subject thereto Ordinary Course of Business, in connection with the financing of insurance premiums; fw. Liens arising out of conditional sale, title retention, consignment or similar arrangements for the extension, renewal or replacement sale of the Debt secured thereby (without increase goods entered into by such Person in the principal amount thereof)Ordinary Course of Business in accordance with the past practices of such Person; (l) fx. Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor property or assets acquired pursuant to a Permitted Acquisition, so long as or on property or assets of a Subsidiary in existence at the time such Subsidiary or property is acquired pursuant to a Permitted Acquisition; provided that (x) any Debt that is secured by such Liens is permitted hereunder and (y) such Liens are not created incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any other property or assets of the Company or any Subsidiaries other than the property and assets subject to such Liens at the time of such Permitted Acquisition, together with any extensions, renewals and replacements of the foregoing, so long as the Debt secured by such Liens is permitted hereunder and such extension, renewal or replacement does not encumber any additional assets or properties of the Company or any Subsidiaries; (n) Liens arising from precautionary UCC 102 fy. security given to a public or private utility or any Governmental Authority as required in the Ordinary Course of Business; fz. the filing of financing statements solely as a precautionary measure in connection with operating leases or similar filingsconsignments;

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): " means: (a) Liens for --------------- taxes not delinquent, or which are being contested in good faith and by appropriate proceedings which suspend the collection thereof and in respect of which adequate reserves are being maintained on Borrower's books in accordance with GAAP (provided that such proceedings do not, in Lender's sole discretion, involve any substantial danger of the sale, loss or forfeiture of such property or assets or any interest therein); (b) deposits or pledges to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance; (c) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (d) mechanic's, workmen's, materialmen's or other like Liens arising in the ordinary course of business with respect to obligations which are not due, or which are being contested in good faith by appropriate proceedings which suspend the collection thereof and in respect of which adequate reserves are being maintained on Borrower's books in accordance with GAAP (provided that such proceedings do not, in Lender's sole discretion, involve any substantial danger of the sale, loss or forfeiture of such property or assets or any interest therein); (e) Liens in favor of AgentLender; (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) the Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown set forth on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;1.60. -------------

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): (a) Liens in favor of AgentLender; (b) Purchase Money Liens securing Purchase Money Debt that is permitted under Section 10.2.1(c)9.2.1; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrower or any Obligor or of its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensationobligations, unemployment insurance as long as such Liens are at all times junior to Lender’s Liens and other social security legislation and (ii) reimbursement are required or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments arising by virtue of a judgment or judicial order against Borrower or any of its Subsidiaries, or any Property of Borrower or any of its Subsidiaries, as long as such Liens are (i) in existence for the payment of money not constituting an Event of Defaultless than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Lender’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;9.2.2.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “As used herein "Permitted Liens”): " shall mean (a) Liens in favor of Agentsecuring purchase money indebtedness and capital lease obligations (and refinancings thereof; (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c)for ad valorem, income or property taxes or assessments and similar charges that either are not delinquent or are being properly contested; (c) statutory Liens of carriers, warehousemen, mechanics suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for Taxes sums not yet due delinquent or being Properly Contestedproperly contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (e) Liens incurred or pledges or deposits made in the Ordinary Course ordinary course of Business to secure the performance of tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) business in connection with workers’ ' compensation, unemployment insurance and other social security legislation legislation, leases, appeal bonds and (ii) reimbursement or indemnification other obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers like nature incurred by Borrower or any of their Subsidiaries)its Subsidiaries in the ordinary course of business, and deposits made in the ordinary course of business securing liability to insurance carriers under insurance or self-insurance arrangements; (e) Liens, deposits or pledges to secure the performance of bids, tenders, contracts, leases, or other similar obligations arising in the ordinary course of business; (f) judgment and attachment Liens arising in the Ordinary Course not giving rise to an Event of Business that are subject Default and notices of lis pendens and associated rights related to Lien Waiverslitigation being properly contested; (g) Liens securing judgments for Liens, deposits or pledges in the ordinary course of business to secure public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds or obligations and liens, deposits or pledges in the ordinary course of business in lieu of such bonds or obligations, or to secure such bonds or obligations, or to secure letters of credit in lieu of or supporting the payment of money not constituting an Event of Defaultsuch bonds or obligations; (h) easementsLiens in favor of collecting or payor banks having a right of setoff, rights-of-wayrevocation, restrictions, covenants refund or other agreements chargeback with respect to money or instruments of record, and other similar charges Borrower or encumbrances any Subsidiary on Real Estate, that do not secure any monetary obligation and do not interfere deposit with the Ordinary Course or in possession of Businesssuch bank; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens any interest or title of a collecting bank on Payment Items lessor, licensor or sublicensor in the course of collectionproperty subject to any lease, license or sublicense; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements regarding operating leases or similar filings;consignments; and (k) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any lien referred to in the foregoing clauses, provided that such extension, renewal or replacement Lien shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): " means: (a) Liens liens for taxes not delinquent, or which are being contested in favor good faith and by appropriate proceedings which suspend the collection thereof and in respect of Agentwhich adequate reserves have been made; (b) Purchase Money Liens securing Purchase Money Debt permitted deposits or pledges to secure obligations under Section 10.2.1(c)workmen's compensation, social security or similar laws, or under unemployment insurance; (c) Liens deposits or pledges to secure bids, tenders, contracts (other than contracts for Taxes not yet due or being Properly Contestedthe payment of money), leases, easements, minor survey exceptions, zoning restrictions, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (d) statutory Liens purchase money mortgages or security interests, conditional sale arrangements and other similar security interests, on motor vehicles and equipment acquired by any Borrower (other than Liens for Taxes or imposed under ERISAhereinafter referred to individually as a "Purchase Money Security Interest") arising with the proceeds of the Indebtedness referred to in the Ordinary Course of BusinessSection 7.1, but only if PROVIDED, HOWEVER, that (i) payment of the obligations secured thereby transaction in which any Purchase Money Security Interest is proposed to be created is not yet due or is being Properly Contested, and then prohibited by this Agreement; (ii) any Purchase Money Security Interest shall attach only to the property or asset acquired in such Liens do transaction and shall not materially impair the value extend to or use cover any other assets or properties of the Property Borrower or materially impair operation any Subsidiary; (iii) the Indebtedness secured or covered by any Purchase Money Security Interest shall not exceed the lesser of the business cost or fair market value of the property or asset acquired and shall not be renewed, extended or prepaid from the proceeds of any Obligor or its Domestic Subsidiariesborrowing; and (iv) the aggregate amount of all Indebtedness secured by Purchase Money Security Interests on a consolidated basis for the Borrower shall not at any time exceed $500,000; (e) Liens incurred mechanic's, workmen's, materialmen's or deposits made other like liens arising in the Ordinary Course ordinary course of Business business with respect to secure obligations which are not due, or which are being contested in good faith by appropriate proceedings which suspend the performance of tenders, bids, leases, contracts, licenses, statutory obligations collection thereof and other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)which adequate reserves have been made; (f) Liens arising liens and encumbrances in the Ordinary Course favor of Business that are subject to Lien WaiversLender; (g) Liens securing judgments for liens granted in connection with the payment lease or purchase of money not constituting an Event property or assets financed by borrowings permitted by Section 7.1 (provided, however, that no such borrowings permitted by Section 7.1 may be secured by liens on any of Defaultthe Collateral); (h) easements, rights-of-way, restrictions, covenants or other agreements judgment liens not affecting the Collateral and not resulting in an Event of record, Default under Section 8.2(h); and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank liens set forth on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;SCHEDULE 1.36.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): (a) Liens in favor of AgentAgent and Liens in favor of Senior Notes Agent securing the obligations under the Senior Notes Agreement, and Liens in favor of the holders (or any agent, representative or trustee for such holders) of any Refinancing Debt incurred in respect of the Senior Notes in compliance with the Refinancing Conditions (in each case, the priority of which shall be as provided in the Intercreditor Agreement or shall be more favorable to Agent and Secured Parties than as in effect on the Closing Date); (b) Purchase Money Liens securing Permitted Purchase Money Debt permitted under Section 10.2.1(c)Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising and similar contractual Liens, which are not perfected and arise in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) no enforcement action (including foreclosure) is being taken with respect to such Lien or against the Collateral subject to such Lien, and (iii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor Borrower or its Domestic SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts, licensescontracts (except those relating to Borrowed Money), statutory obligations and other similar obligations (including (i) workers’ compensationobligations, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations arising as a result of (including obligations progress payments under government contracts or Liens in respect favor of letters issuers of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)surety bonds; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments arising by virtue of a judgment or judicial order against any Borrower or Subsidiary, or any Property of a Borrower or Subsidiary, as long as such Liens are (i) in existence for the payment of money not constituting an Event of Defaultless than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;

Permitted Liens. Create The term “PERMITTED LIENS” means: (i) LIENS for taxes, assessments, or suffer to exist any Lien upon any similar charges incurred in the ordinary course of its Property, except the following business that are not yet due and payable; (collectively, “Permitted Liens”): (aii) Liens LIENS in favor of Agentthe SECURED PARTIES; (biii) Purchase Money Liens securing Purchase Money Debt permitted under any existing LIENS specifically described on Schedule 1.12 hereof or which are being contested in compliance with the provisions of Section 10.2.1(c)4.5 hereof; (civ) Liens for Taxes not yet due any LIEN on specifically allocated money or being Properly Contested; (d) statutory Liens (securities to secure payments under workmen’s compensation, unemployment insurance, social security and other than Liens for Taxes similar LAWS, or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts, licenses, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations and or appeal bonds, or to secure indemnity, performance or other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations bonds in the ordinary course of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)business; (fv) Liens purchase money security interests in equipment (and security interests in equipment securing the refinancing of INDEBTEDNESS previously secured by a purchase money security interest therein) not to exceed in aggregate amount outstanding together with all other secured purchase money financing of the BORROWER and of its SUBSIDIARIES at any one time the sum of Two Million Dollars ($2,000,000.00), provided that such purchase money security interests do not attach to any assets other than the specific item(s) of equipment acquired with the proceeds of the loan secured by such purchase money security interests and the proceeds thereof; (vi) LIENS of carriers, warehousemen, mechanics, materialmen and landlords arising in the Ordinary Course ordinary course of Business that are subject to Lien Waiversbusiness for sums not overdue or sums being diligently contested in good faith by appropriate procedures and for which adequate reserves have been set aside; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (hvii) easements, rights-of-way, restrictions, covenants or other agreements of record, encroachments and other similar charges or encumbrances on Real Estateencumbrances, that do and minor title deficiencies relating to real property owned or occupied by the GUARANTOR, in each case not secure any monetary obligation securing INDEBTEDNESS and do not interfere materially interfering with the Ordinary Course conduct of Businessthe business of the GUARANTOR; and (iviii) normal and customary rights subsequently arising LIENS which are expressly approved in advance of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal creation of any Lien permitted such LIENS by clause (j), above upon or the ADMINISTRATIVE AGENT in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;writing.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, The words “Permitted Liens”): ” mean: (a) Liens in favor of Agentliens and security interests securing indebtedness owed by Borrower to Lender; (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c)involuntary liens which, individually or in the aggregate, would not have a material adverse effect on the value of Lender’s security interests in any collateral granted by Borrower to Lender; (c) Liens liens for Taxes taxes or other governmental or regulatory assessments which are not yet due delinquent, or being Properly Contestedwhich are contested in good faith; (d) statutory Liens (other than Liens for Taxes liens on any property held or imposed under ERISA) arising in the Ordinary Course of Business, but only if acquired by Borrower: (i) payment securing indebtedness incurred or assumed for the purpose of financing all or any part of the obligations secured thereby is not yet due cost of acquiring such property or is being Properly Contested, and (ii) existing on such Liens do property when acquired; provided, that, with respect to (i) above, any such lien attaches solely to the property acquired with such indebtedness and the proceeds thereof, and that the principal amount of such indebtedness does not materially impair the value or use exceed one hundred percent (100%) of the Property or materially impair operation cost of such property (which cost shall include shipping, tax and installation charges financed by the Person holding the lien); and further provided, that with respect to (ii) above, any such Lien is confined to the equipment and proceeds of the business of any Obligor or its Domestic Subsidiariesequipment; (e) Liens bankers’ liens, rights of setoff and similar liens incurred on deposits made in the ordinary course of business; (f) materialmen’s, mechanics’, repairmen’s, employees’, landlords’ or other like liens arising in the ordinary course of business and which are not delinquent for more than 45 days or are being contested in good faith by appropriate proceedings; (g) any judgment, attachment or similar lien, unless the judgment it secures has not been discharged or execution thereof effectively stayed and bonded against pending appeal within 30 days of the entry thereof; (h) liens which have been approved by Lender in writing, (i) liens incurred or deposits made in the Ordinary Course ordinary course of Business to secure the performance of tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)Borrower’s business; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (hj) easements, reservations, rights-of-way, restrictions, covenants minor defects or other agreements of record, irregularities in title and other similar charges or encumbrances on Real Estate, that do affecting real property and not secure interfering in any monetary obligation and do not interfere material respect with the Ordinary Course ordinary conduct of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2Borrower’s business; (k) liens, deposits or pledges to secure the replacementperformance of bids, extension or renewal tenders, contracts (other than contracts for the payment of any Lien permitted by clause (jmoney), above upon public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds or other similar obligations arising in the same property subject thereto arising out ordinary course of business; (l) liens on insurance proceeds in favor of insurance companies granted solely as security for financed premiums; (m) liens that are not prior to Lender’s security interests that constitute customary rights of offset; (n) liens against any equity interest in any subsidiary of Borrower in favor of a person or persons providing debt financing to such subsidiary; (o) liens incurred in connection with the extension, renewal or replacement refinancing of the Debt indebtedness secured thereby by liens of the type described above; and (without increase in the principal amount thereof); (lp) Liens on Property not constituting Collateral liens that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor are subordinated to Lender pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;security agreement reasonably satisfactory to Lender.

Permitted Liens. Create Borrower shall not create, incur, assume or suffer to exist any Lien upon upon, in or against, or pledge of, any of its Propertythe Collateral whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (ai) Liens under the Loan Documents or otherwise arising in favor of Agent; Lender, (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (cii) Liens imposed by law for Taxes taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due or which are being Properly Contested; contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its Permitted Discretion, (diii) (A) statutory Liens of landlords and of carriers, warehousemen, mechanics, materialmen, and (B) other than Liens for Taxes imposed by law or imposed under ERISA) arising that arise by operation of law in the Ordinary Course ordinary course of Businessbusiness from the date of creation thereof, but in each case only if (i) payment of the obligations secured thereby is for amounts not yet due or is which are being Properly Contestedcontested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its Permitted Discretion, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (eiv) Liens (A) incurred or deposits made in the Ordinary Course ordinary course of Business business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts, licensescontracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations obligations, or (including B) arising as a result of progress payments under government contracts, (iv) workers’ compensationpurchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), unemployment insurance or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and other social security legislation shall otherwise be Permitted Indebtedness hereunder, (vi) Liens necessary and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees desirable for the benefit ofoperation of such Person’s business, provided Lender has consented to such Liens in writing before their creation and existence and the priority of the Liens permitted by this clause (vi) insurance carriers providing property, casualty or liability insurance and the debt secured thereby are both subject and subordinate in all respects to the Borrowers or any Liens securing the Collateral and to the Obligations and all of their Subsidiaries)the rights and remedies of Lender, all in form and substance satisfactory to Lender in its Permitted Discretion; (fvii) Liens arising in the Ordinary Course of Business that are subject to Lien Waiversdisclosed on Schedule 7.3; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (hviii) easements, reservations, exceptions, rights-of-way, restrictionscovenants, covenants or other agreements of recordconditions, restrictions and other similar charges or encumbrances on Real Estateincurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not secure in any monetary obligation and do not case materially detract from the value of the property subject thereto or interfere with the Ordinary Course ordinary conduct of Businessbusiness by Borrower; and (iix) normal and customary rights Liens in respect of setoff upon deposits any writ of execution, attachment, garnishment, judgment or award in favor of depository institutionsan amount less than $100,000, and Liens of a collecting bank on Payment Items in the course of collection; if (j) existing Liens shown on Schedule 10.2.2; (ka) the replacementtime for appeal or petition for rehearing has not expired, extension an appeal or renewal appropriate proceeding for review is being prosecuted in good faith and a stay of any Lien permitted execution pending such appeal or proceeding for review has been secured, or (b) the underlying claim is fully covered by clause (j)insurance, above upon the insurer has acknowledged in writing its responsibility to pay such claim and no action has been taken to enforce such execution, attachment, garnishment, judgment or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;award.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): Liens on property of any Borrower (a) Liens on the assets, excluding the Collateral, of any such Borrower securing Permitted Bank Debt that was permitted by the terms of this Agreement to be incurred, (b) Liens on the assets of any Foreign Subsidiary securing Indebtedness and other obligations under Indebtedness of such Foreign Subsidiary that were permitted by the terms of this Agreement to be incurred, (c) Liens in favor of AgentAmkor or any Restricted Subsidiary; (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (c) Liens for Taxes provided that any such Lien on property of any Borrower shall not yet due or being Properly Contested; extend to any Collateral, (d) Liens on property of a Person or any of its Restricted Subsidiaries existing at the time such Person is merged with or into or consolidated with any Borrower or Subsidiary; provided that such Liens were not incurred in contemplation of such merger or consolidation and do not extend to any assets which constitute Collateral, (e) Liens on property existing at the time of acquisition thereof by any Borrower; provided that such Liens were not incurred in contemplation of such acquisition and do not extend to any assets which constitute Collateral, (f) Liens to secure the performance of statutory Liens (obligations, letters of credit, surety or appeal bonds, performance bonds, or other than Liens for Taxes or imposed under ERISA) arising obligations of a like nature incurred in the Ordinary Course of Business, but (g) Liens to secure obligations in respect of Indebtedness (including Capital Lease Obligations) permitted by Section 10.2.4(b)(iv) covering only the assets acquired with such Indebtedness, including accessions, additions, parts, attachments, improvements, fixtures, leasehold improvements, or proceeds, if any, related thereto, (h) Liens existing on the effective date of any of the Senior Notes Indentures, excluding Liens on Collateral, (i) payment of the obligations secured thereby is Liens for taxes, assessments, or governmental charges or claims that are not yet due delinquent or is that are being Properly Contested, and (iij) such Liens do not materially impair the value imposed by law or use of the Property or materially impair arising by operation of law, including, landlords’, mechanics’, carriers’, warehousemen’s, materialmen’s, suppliers’, and vendors’ Liens, Liens for master’s and crew’s wages and other similar Liens, in each case which are incurred in the business Ordinary Course of any Obligor Business for sums not yet delinquent or its Domestic Subsidiaries; being Properly Contested, (ek) Liens incurred or pledges and deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) in connection with workers’ compensationcompensation and unemployment insurance, unemployment insurance and health, disability or other social security legislation and (ii) reimbursement employee benefits or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance or self insurance and other types of social security, (l) Liens to secure any extension, renewal, refinancing, or refunding (or successive extensions, renewals, refinancings, or refundings), in whole or in part, of any Indebtedness secured by Liens referred to in clause (d), clause (e), clause (g), and clause (h) of this definition; provided that such Liens do not extend to any other property of any Borrower and the Borrowers principal amount of the Indebtedness secured by such Lien is not increased, (m) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings that may have been initiated for the review of such judgment, decree, or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired, (n) Liens on property of a Borrower other than Collateral securing obligations of a Borrower under Hedging Obligations permitted by Section 10.2.4(b)(vii) or any collateral for the Indebtedness to which such Hedging Obligations relate, (p) Liens upon specific items of their Subsidiaries); inventory or other goods and proceeds securing such Borrower’s obligations in respect of banker’s acceptances issued or credited for the account of such Borrower to facilitate the purchase, shipment, or storage of such inventory or goods, (fq) Liens securing reimbursement obligations with respect to commercial letters of credit, banker’s acceptances or other sureties which encumber documents and other property relating to such letters of credit, banker’s acceptances or other sureties and products and proceeds thereof, (r) Liens arising out of consignment or similar arrangements for the sale of goods in the Ordinary Course of Business that are subject Business, (s) Liens in favor of customs or revenue authorities arising as a matter of law to Lien Waivers; secure payment of duties in connection with the importation of goods, (gt) Liens on property of a Borrower, other than the Collateral, securing other Indebtedness not exceeding the greater of (A) $200.0 million and (B) an amount equal to 7.5% of Amkor’s Total Tangible Assets determined as of Amkor’s most recent fiscal quarter, at any time outstanding, (u) Liens securing judgments for Permitted Refinancing Indebtedness, provided that such Liens do not extend to any other property of such Borrower and the payment principal amount of money such Indebtedness secured by such Lien is not constituting an Event increased, (v) Liens on the Equity Interests of Default; Unrestricted Subsidiaries securing obligations of Unrestricted Subsidiaries not otherwise prohibited by this Agreement, (hw) easementssurvey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, restrictionssewers, covenants or other agreements of recordelectric lines, telegraph and telephone lines and other similar charges purposes, or encumbrances on Real Estatezoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not, individually or in the aggregate, materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person, (x) any provision for the retention of title to an asset by the vendor or transferor of such asset (including any lessor) which transaction is otherwise permitted under this Agreement, (y) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that do not (A) interfere in any material respect with the business of Amkor or any of its Restricted Subsidiaries or (B) secure any monetary obligation Indebtedness, (z) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection or (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry, (aa) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes, (bb) Liens solely on any xxxx xxxxxxx money deposits made by Amkor or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Agreement, and (cc) Liens arising from Uniform Commercial Code (or equivalent statute) financing statement filings regarding operating leases entered into in the ordinary course of business, and (dd) the Liens specified in Schedule 1.1C. Permitted Other Liens – the following Liens on property of any of Amkor’s Subsidiaries which is not a Borrower (a) Liens on the assets of any such Restricted Subsidiary securing Permitted Bank Debt that was permitted by the terms of this Agreement to be incurred, (b) Liens on the assets of any Foreign Subsidiary securing Indebtedness and other obligations under Indebtedness of such Foreign Subsidiary that were permitted by the terms of this Agreement to be incurred, (c) Liens in favor of Amkor or any Restricted Subsidiary, (d) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with any Subsidiary of Amkor which is not a Borrower; provided that such Liens were not incurred in contemplation of such merger or consolidation and do not interfere extend to any assets other than those of the Person merged into or consolidated with such Subsidiary, (e) Liens on property existing at the time of acquisition thereof by any Restricted Subsidiary of Amkor which is not a Borrower; provided that such Liens were not incurred in contemplation of such acquisition, (f) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds, or other obligations of a like nature incurred in the Ordinary Course of Business; , (g) Liens to secure obligations in respect of Indebtedness (including Capital Lease Obligations) permitted by Section 10.2.4(b)(iv) covering only the assets acquired with such Indebtedness, including accessions, additions, parts, attachments, improvements, fixtures, leasehold improvements, or proceeds, if any, related thereto, (h) Liens existing on the effective date of any of the Senior Notes Indentures other than those securing Permitted Bank Debt, (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens securing obligations of a collecting bank on Payment Items Restricted Subsidiary of Amkor that is not a Borrower in the course respect of collection; any Receivables Program, (j) existing Liens shown on Schedule 10.2.2; for taxes, assessments, or governmental charges or claims that are not yet delinquent or that are being Properly Contested, (k) the replacementLiens imposed by law or arising by operation of law, extension or renewal of any Lien permitted by clause (j)including, above upon or landlords’, mechanics’, carriers’, warehousemen’s, materialmen’s, suppliers’, and vendors’ Liens, Liens for master’s and crew’s wages and other similar Liens, in each case which are incurred in the same property subject thereto arising out Ordinary Course of the extensionBusiness for sums not yet delinquent or being Properly Contested, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); incurred or pledges and deposits made in the Ordinary Course of Business in connection with workers’ compensation and unemployment insurance and other types of social security, (m) Liens existing on Property to secure any extension, renewal, refinancing, or refunding (or successive extensions, renewals, refinancings, or refundings), in whole or in part, of any Indebtedness secured by Liens referred to in clause (d), clause (e), clause (g), and clause (h) of this definition; provided that such Liens do not extend to any other than Accounts property of any Restricted Subsidiary of Amkor and Inventorythe principal amount of the Indebtedness secured by such Lien is not increased, (n) at the time judgment Liens not giving rise to an Event of its acquisition by an Obligor pursuant to a Permitted Acquisition, Default so long as such Liens are not created in contemplation Lien is adequately bonded and any appropriate legal proceedings that may have been initiated for the review of such Acquisition; judgment, decree, or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired, (no) Liens securing obligations of a Restricted Subsidiary of Amkor that is not a Borrower under Hedging Obligations permitted by Section 10.2.4(b)(vii) or any collateral for the Indebtedness to which such Hedging Obligations relate, (p) Liens upon specific items of inventory or other goods and proceeds securing such Restricted Subsidiary of Amkor’s which is not a Borrower obligations in respect of banker’s acceptances issued or credited for the account of such Restricted Subsidiary of Amkor which is not a Borrower to facilitate the purchase, shipment, or storage of such inventory or goods, (q) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof, (r) Liens arising from precautionary UCC financing statements out of consignment or similar filings;arrangements for the sale of goods in the Ordinary Course of Business, (s) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods, (t) Liens securing other Indebtedness not exceeding $25,000,000 at any time outstanding, (u) Liens securing Permitted Refinancing Indebtedness, provided that such Liens do not extend to any other property of such Restricted Subsidiary which is not a Borrower and the principal amount of such Indebtedness secured by such Lien is not increased, and (v) Liens on the Equity Interests of Unrestricted Subsidiaries securing obligations of Unrestricted Subsidiaries not otherwise prohibited by this Agreement. Permitted Refinancing Indebtedness – any Indebtedness of Amkor or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge, or refund other Indebtedness of Amkor or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that: (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus accrued interest or premium (including any make-whole premium), if any, on, the Indebtedness so extended, refinanced, renewed, replaced, defeased, discharged, or refunded (plus the amount of reasonable expenses incurred in connection therewith), (b) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded; provided that if the original maturity date of such Indebtedness is after the Termination Date (as in effect on the date such Permitted Refinancing Indebtedness was incurred), then such Permitted Refinancing Indebtedness shall have a maturity at least 180 days after the Termination Date (as in effect on the date such Permitted Refinancing Indebtedness was incurred), (c) if the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged, or refunded is subordinated in right of payment to the Obligations, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged, or refunded, and (d) in the case of Indebtedness of Amkor, such Permitted Refinancing Indebtedness is incurred by Amkor, and in the case of Indebtedness of a Restricted Subsidiary of Amkor, such Permitted Refinancing Indebtedness is incurred by Amkor or a Restricted Subsidiary of Amkor. Person – any individual, corporation, limited liability company, partnership, joint venture, joint stock company, land trust, business trust, unincorporated organization, Governmental Authority, or other entity. Plan – an employee benefit plan (as defined in Section 3(3) of ERISA) maintained for employees of an Obligor or an ERISA Affiliate, or to which an Obligor or ERISA Affiliate is required to contribute on behalf of its employees. Pro Rata – with respect to any Lender, a percentage (expressed as a decimal, rounded to the ninth decimal place) determined (a) while Revolving Commitments are outstanding, by dividing the amount of such Lender’s Revolving Commitment by the aggregate amount of all Revolving Commitments and (b) at any other time, by dividing the amount of such Lender’s Revolving Loans by the aggregate amount of all outstanding Revolving Loans.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): (ai) Liens in favor of Agent; (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (c) Liens taxes, assessments or governmental charges or levies for Taxes amounts that are not yet due and payable, (ii) Liens of suppliers, carriers, materialmen, warehousemen, workmen or being Properly Contested; (d) statutory Liens (mechanics and other than Liens for Taxes similar Liens, in each case imposed by law or imposed under ERISA) arising in the Ordinary Course ordinary course of Business, but only if (i) payment of the obligations secured thereby is business and for amounts that are not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiariespayable; (eiii) Liens incurred or deposits made in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance, social security and other like laws (excluding Liens arising under ERISA); (iv) pledges or cash deposits made in the ordinary course of business (a) to secure the performance of bids, tenders, bids, leases, contracts, licenses, statutory obligations and sales or other similar obligations trade contracts (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees than for the benefit repayment of borrowed money or the payment of a deferred purchase price for property or services,) or (b) made in lieu of) insurance carriers providing property, casualty or liability insurance to secure the Borrowers performance of, surety, customs, reclamation or any of their Subsidiariesperformance bonds (in each case not related to judgments or litigation); (fv) Liens of landlords and mortgagees of landlords (a) with respect to any landlord, solely arising by statute or, with respect to any mortgagee arising by statute or under any contractual obligations entered into in the Ordinary Course ordinary course of Business business, (b) on fixtures and movable tangible property located on the real property leased or subleased from such landlord, (c) for amounts not yet due or that are subject to Lien Waiversbeing contested in good faith by appropriate proceedings diligently conducted and (d) for which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP; (gvi) non-exclusive Intellectual Property licenses granted in the ordinary course of business; (vii) Liens in favor of collecting banks arising under Section 4-210 of the UCC and other banker’s liens arising by operation of law; (viii) Liens on fixed assets securing purchase money Indebtedness permitted under Section 7.6; provided that, (a) such Lien attached to such assets concurrently, or within 20 days of the acquisition thereof, and only to the assets so acquired, and (b) a description of the asset acquired is furnished to Lender; (ix) Liens existing on the Closing Date and shown on Schedule “1.1(b)” attached hereto and made part hereof; and (x) Liens securing appeal bonds and judgments for the payment of money with respect to judgments that do not constituting otherwise result in or cause an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements . Permitted Tax Distributions – Distributions from ADC to Parent that meet each of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; following conditions: (i) normal the amount of such Distributions for each fiscal quarter, and customary rights for each fiscal year on an aggregate basis, shall not exceed (without duplication) the lesser of setoff upon deposits (A) the aggregate income tax liability for the applicable period of an affiliated, combined, consolidated or unitary group that includes Parent, ADC or any Subsidiary of ADC (or both ADC and one of more such Subsidiaries) and (B) the aggregate income tax liability that would be determined for the applicable period if ADC filed tax returns as the common parent of an affiliated, combined, consolidated or unitary group that included only ADC and its Subsidiaries, provided, however that reasonable estimates of such amounts in (A) or (B) for each fiscal quarter with respect to estimated income taxes shall not violate this clause (i), (ii) Borrowers have not made any payment directly to the applicable Government Authority Person attributable to or in connection with the income tax liability to be paid by the proceeds of such Distributions, (iii) Parent shall actually use such Distributions to pay the income tax liabilities of an affiliated, combined, consolidated or unitary group that includes Parent and one or more of the Borrowers within five (5) Business Days of receipt, and (iv) Parent shall promptly, but in no event more than five (5) Business Days of determining than an excess exists, refund to ADC the excess of the amount of Distributions made for each such fiscal quarter and fiscal year on aggregate basis over the income tax liability that would have been determined for each such period it Parent had filed tax returns as the common parent of an affiliated, combined, consolidated or unitary group that included only Parent and Borrowers. Person – An individual, partnership, corporation, trust, limited liability company, limited liability partnership, unincorporated association or organization, joint venture or any other entity. Plan – An “Employee Pension Benefit Plan” (as defined in Section 3(2) of ERISA), a “voluntary employees’ beneficiary association” (within the meaning of Section 501(a)(9) of the Code, or a “welfare benefit fund” (within the meaning of Section 419 of the Code), which is maintained, or to which contributions are, or are required to be, made, by any Loan Party, any Loan Party’s Subsidiaries or any ERISA Affiliate, except a Multiemployer Plan. Pledge Agreement – That certain collateral pledge agreement executed by Parent and ADC in favor of depository institutionsLender on or prior to the Closing Date, in form and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant substance satisfactory to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;Lender.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): Liens shall mean (a) Liens for taxes not yet delinquent or Liens for taxes being contested in favor of Agentgood faith and by appropriate proceedings for which adequate reserves have been established; (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c)in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, materialmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings for which adequate reserves have been established; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course ordinary course of Business to secure the performance of tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) business in connection with workers’ compensation, unemployment insurance and other types of social security legislation security, and mechanic’s Liens, carrier’s Liens and other Liens to secure the performance of tenders, statutory obligations, contract bids, government contracts, performance and return of money bonds and other similar obligations, in each case incurred in the ordinary course of business, whether pursuant to statutory requirements, common law or consensual arrangements; (iid) reimbursement Liens securing obligations under a capital lease if such Liens do not extend to property other than the property leased under such capital lease; (e) Liens upon any equipment acquired or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers held by Debtor or any of their Subsidiaries)its subsidiaries to secure the purchase price of such equipment or indebtedness incurred solely for the purpose of financing the acquisition of such equipment, so long as such Lien extends only to the equipment financed, and any accessions, replacements, substitutions and proceeds (including insurance proceeds) thereof or thereto; (f) Liens arising from judgments, decrees or attachments in the Ordinary Course of Business that circumstances where they are subject to Lien Waiversundischarged for not more than 30 days; (g) Liens securing judgments for in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the payment importation of money not constituting an Event of Default; goods, (h) easementsLiens which constitute rights of setoff of a customary nature or banker’s liens, rights-of-way, restrictions, covenants whether arising by law or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Businessby contract; (i) normal and customary rights of setoff upon deposits Liens on insurance proceeds in favor of depository institutions, insurance companies granted solely as security for financed premiums; and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension leases or renewal of any Lien permitted by clause (j), above upon subleases and licenses or sublicenses granted in the same property subject thereto arising out ordinary course of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;Debtor’s business.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): (a) Liens in favor of AgentLender; (b) Purchase Money Liens securing Purchase Money Debt that is permitted under Section 10.2.1(c9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor Borrower or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensationobligations, unemployment insurance as long as such Liens are at all times junior to Lender’s Liens and other social security legislation and (ii) reimbursement are required or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)provided by law; (f) Liens arising in the Ordinary Course of Business that are either (i) subject to Lien WaiversWaivers or (ii) with respect to a non-material portion of the Collateral (other than Accounts or Inventory); (g) Liens securing judgments arising by virtue of a judgment or judicial order against Borrower or its Subsidiaries, or any Property of Borrower or its Subsidiaries, as long as such Liens are (i) in existence for the payment of money not constituting an Event of Defaultless than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Lender’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers’, warehousemen’s, mechanics, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (n) existing Liens shown on Schedule 10.2.2; (k) 9.2.2. and replacement Liens on the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out to such Liens, but only to the extent that the amount of debt secured thereby, and the extensionproperty secured thereby, renewal or replacement of the Debt secured thereby shall not be increased; and (without increase in the principal amount thereof); (lo) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time in favor of Borrower in respect of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;consignment interests encumbering its Consigned Inventory.

Permitted Liens. Create (i) Liens for Taxes, assessments and similar charges not yet due and payable, or suffer to exist any Lien upon any the nonpayment of its Propertywhich is being contested in good faith by appropriate proceedings, except the following and for which adequate reserves have been set aside; (collectively, “Permitted Liens”): (aii) Liens in favor of Agentconnection with workers' compensation, unemployment insurance or other social security obligations; (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (ciii) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens to secure bids, tenders, contracts (other than Liens contracts for Taxes or imposed under ERISA) the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (eiv) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) progress payment Liens arising in the Ordinary Course of Business from progress payments made by any Governmental Authorities on Government Contracts that are subject to Lien Waiversincluded in the Assumed Liabilities; (gv) mechanics', workers', materialmen's, carriers', bankers' and other like Liens securing judgments for arising or incurred in the payment Ordinary Course of money not constituting an Event of DefaultBusiness; (hvi) for leased property or assets, Liens of lessors or of mortgagees of lessors arising by operation of law or pursuant to the terms of leases; (vii) such zoning restrictions, easements, covenants, rights-of-way, restrictionsrestrictions on the use of the property, covenants matters which would be revealed by an accurate survey or other agreements of recordrecord search, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with incurred in the Ordinary Course of Business, as would not reasonably be expected to materially and adversely affect the value or utility of the property so encumbered; (iviii) normal Liens listed in Section 3.7 of the Disclosure Schedule or reflected as a liability on the Management Balance Sheet; and customary rights (ix) such imperfections of setoff upon deposits in favor title and such other Liens, if any, as would not reasonably be expected to materially and adversely affect the value or utility of depository institutionsthe property so affected. Person: any individual, sole proprietorship, partnership, corporation, limited liability company, joint stock company, association, trust, joint venture, Governmental Authority or other entity. Petrobras Cooperation Agreement: the Cooperation Agreement No. 540.4.101.97, dated as of March 3, 1997, by and between Westinghouse Industry Products International Company and Petróleo Brasileiro S.A., as subsequently amended by the First Amendment, dated as of October 29, 1997, the Second Amendment, dated as of May 20, 1998, the Third Amendment, dated as of April 29, 1999, the Fourth Amendment, dated as of August 15, 2000, and Liens the Fifth Amendment, dated as of a collecting bank on Payment Items August 15, 2001. Proceeding: the meaning set forth in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;3.11.

Permitted Liens. Create Borrower shall not create, incur, assume or suffer to exist any Lien upon upon, in or against, or pledge of, any of the Collateral or any of its Propertyproperties or assets or any of its shares, securities or other equity or ownership or partnership interests (other than securities issued by Parent), whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (ai) Liens under the Loan Documents or otherwise arising in favor of Agent; Lender, (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (cii) Liens imposed by law for Taxes taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due or which are being Properly Contested; contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its Permitted Discretion, (diii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other than Liens for Taxes imposed by law or imposed under ERISA) arising that arise by operation of law in the Ordinary Course ordinary course of Businessbusiness from the date of creation thereof, but in each case only if (i) payment of the obligations secured thereby is for amounts not yet due or is which are being Properly Contestedcontested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (eiv) Liens (A) incurred or deposits made in the Ordinary Course ordinary course of Business business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts, licensescontracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations obligations, or (including B) arising as a result of progress payments under government contracts, (iv) workers’ compensation, unemployment insurance and other social security legislation and purchase money Liens (iiA) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt Indebtedness permitted under Section 10.2.1(n7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens necessary and desirable for the operation of such Person’s business, provided Lender has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, all in form and substance satisfactory to Lender in its sole discretion; (mvii) Liens existing disclosed on Property Schedule 7.3; and (other than Accounts and Inventoryviii) at Liens where the time of its acquisition amount claimed by an Obligor pursuant all such lienholders to a Permitted Acquisition, so long as secure such Liens are does not created exceed $5,000 in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;the aggregate.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, The term “Permitted Liens”): PERMITTED LIENS” means: (a) Liens LIENS for taxes, assessments, or similar charges incurred in favor the ordinary course of Agentbusiness that are not yet due and payable or which are being contested in compliance with the procedures set forth in Section 5.8 hereof; (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c)LIENS in favor of the SECURED PARTIES; (c) Liens for Taxes not yet due or being Properly Contestedany existing LIENS specifically described on Schedule 1.82 hereof; (d) statutory Liens (any LIEN on specifically allocated money or securities to secure payments under workmen’s compensation, unemployment insurance, social security and other than Liens for Taxes similar LAWS, or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts, licenses, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations and or appeal bonds, or to secure indemnity, performance or other similar obligations bonds in the ordinary course of business; (including e) purchase money security interests in equipment (iand security interests in equipment securing the refinancing of INDEBTEDNESS previously secured by a purchase money security interest therein) workers’ compensationnot to exceed, unemployment insurance together with all purchase money security interests of the SUBSIDIARIES of the BORROWER, in aggregate amount outstanding at any one time the sum of Two Million Dollars ($2,000,000.00), provided that such purchase money security interests do not attach to any assets other than the specific item(s) of equipment acquired with the proceeds of the loan secured by such purchase money security interests and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)proceeds thereof; (f) Liens arising in the Ordinary Course interests of Business that are subject to Lien Waiverslessors under capital leases; (g) Liens securing judgments LIENS of carriers, warehousemen, mechanics, materialmen and landlords arising in the ordinary course of business for the payment of money sums not constituting an Event of Defaultoverdue or sums being diligently contested in good faith by appropriate procedures and for which adequate reserves have been set aside; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, encroachments and other similar charges or encumbrances on Real Estateencumbrances, that do and minor title deficiencies relating to real property owned or occupied by the BORROWER or its SUBSIDIARIES, in each case not secure any monetary obligation securing INDEBTEDNESS and do not interfere materially interfering with the Ordinary Course conduct of Businessthe business of the BORROWER or any of its SUBSIDIARIES; and (i) normal and customary rights subsequently arising LIENS which are expressly approved in advance of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal creation of any Lien permitted such LIENS by clause (j), above upon or the ADMINISTRATIVE AGENT in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;writing.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): (a) Liens in favor of AgentLender; (b) Purchase Money Liens securing Purchase Money Debt that is permitted under Section 10.2.1(c9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor Borrower or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensationobligations, unemployment insurance as long as such Liens are at all times junior to Lender’s Liens and other social security legislation and (ii) reimbursement are required or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)provided by law; (f) Liens arising in the Ordinary Course of Business that are either (i) subject to Lien WaiversWaivers or (ii) with respect to a non-material portion of the Collateral (other than Accounts); (g) Liens securing judgments arising by virtue of a judgment or judicial order against Borrower or its Subsidiaries, or any Property of Borrower or its Subsidiaries, as long as such Liens are (i) in existence for the payment of money not constituting an Event of Defaultless than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Lender’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers’, warehousemen’s, mechanics, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Term Debt; provided that such Liens are at all times subject to the terms of the Term Debt Intercreditor Agreement; and (l) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;9.2.2.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): " means: (a) Liens in favor of Agentdeposits or pledges to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance; (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(cdeposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (c) Liens for Taxes mechanic's, workmen's, materialmen's or other like liens arising in the ordinary course of business with respect to obligations which are not yet due due, or which are being Properly Contestedcontested in good faith by appropriate proceedings which suspend the collection thereof and in respect of which adequate reserves have been made (provided that such proceedings do not, in Lender's sole discretion, involve any substantial risk of the sale, loss or forfeiture of such property or assets or any interest therein); (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising liens and encumbrances in the Ordinary Course favor of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic SubsidiariesLender; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)taxes set forth on Borrower's balance sheet which are properly accrued but not yet payable; (f) Liens arising in liens on equipment of Borrower to secure Borrowed Money incurred for the Ordinary Course sole purpose of Business that are financing the purchase price of the equipment subject to Lien Waiverssuch lien (i.e., purchase money security interests); (g) Liens securing judgments for the payment of money not constituting an Event of Default; liens set forth on Schedule 1.36, (h) easementsa second lien granted by Debtor to New Industries Investment Consultants (HK) Ltd. ("NII") in connection with that certain Debtor-In-Possession Term Loan dated as of __June 30__, rights-of-way2004, restrictionsprovided however, covenants or other agreements that the amount of recordsuch second lien may not exceed One Million Dollars ($1,000,000), which shall at all times be subordinate to the Obligations, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights a second lien on borrowings other than as described in subparagraphs (i) through (iv) of setoff upon deposits in favor Section 11(a) of depository institutionsthe Term Note provided however, and Liens that the amount of a collecting bank on Payment Items such second lien may not exceed One Million Dollars ($1,000,000.00) in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of aggregate and that any Lien lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (nthis Section 1.36(i) Liens arising from precautionary UCC financing statements or similar filings;shall at all times be subordinate to the Obligations."

Permitted Liens. Create or suffer to exist any Lien upon any of its PropertyAs used in this Agreement, except the following (collectively, “"Permitted Liens”): " shall mean (ai) Liens in favor of Agentany Encumbrances disclosed on the Balance Sheet or on Schedule 3.7.3; (bii) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (c) Liens Encumbrance for Taxes Taxes, assessments or charges of any governmental authority which are not yet due and payable or which are being Properly Contestedcontested by the Company in good faith; (diii) statutory Liens Encumbrance incurred in connection with workers' compensation, unemployment insurance and other types of social security benefits; (iv) mechanics', carriers', workmen's, repairmen's or other than Liens for Taxes like liens arising or imposed under ERISA) arising incurred in the Ordinary Course ordinary course of Businessbusiness; (v) Encumbrance arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (vi) such imperfections or irregularities of title, but only if easements (iincluding, without limitation, reciprocal easement agreements and utility agreements), zoning requirements, rights of way, covenants, consents, agreements, reservations, encroachments, variances and other similar restrictions, charges or encumbrances (whether or not recorded) payment that do not materially detract from the value or interfere with the present use of the property or leased assets affected thereby or otherwise materially impair the Business of the Company as presently conducted; and (vii) extensions, renewals or replacements of any Encumbrance for money borrowed by the Company identified on Schedule 3.7.3; provided, that the amount of the obligations secured thereby is not yet due or is being Properly Contested, increased in any material respect and (ii) that any such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of is limited to the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;property originally encumbered thereby.

Permitted Liens. Create or suffer to exist any The term Permitted Lien upon any of its Propertyshall mean (i) royalties, except the following (collectivelyoverriding royalties, “Permitted Liens”): (a) Liens in favor of Agentreversionary interests, production payments and similar burdens; (bii) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(csales contracts or other arrangements for the sale of production of oil, gas or associated liquid or gaseous hydrocarbons which would not (when considered cumulatively with the matters discussed in clause (i) above) deprive Borrower or Guarantor of any material right in respect of any such Borrower's or Guarantor's assets or properties (except for rights customarily granted with respect to such contracts and arrangements); (c) Liens for Taxes not yet due or being Properly Contested; (diii) statutory Liens (for taxes or other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is assessments that are not yet due delinquent (or is that, if delinquent, are being Properly Contestedcontested in good faith by appropriate proceedings, levy and execution thereon having been stayed and continue to be stayed and for which such Borrower or Guarantor has set aside on its books adequate reserves in accordance with GAAP); (iv) easements, rights of way, servitudes, permits, surface leases and other rights in respect to surface operations, pipelines, grazing, logging, canals, ditches, reservoirs or the like, conditions, covenants and other restrictions, and (ii) such Liens do not materially impair the value or use easements of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tendersstreets, bidsalleys, leaseshighways, contractspipelines, licensestelephone lines, statutory obligations power lines, railways and other similar obligations (including (i) workers’ compensationeasements and rights of way on, unemployment insurance and other social security legislation and (ii) reimbursement over or indemnification obligations of (including obligations in respect of letters of credit Borrower's or bank guarantees for Guarantor's assets or properties and that do not individually or in the benefit of) insurance carriers providing propertyaggregate, casualty or liability insurance to the Borrowers or any of their Subsidiaries)cause a Material Adverse Effect; (fv) Liens materialmen's, mechanic's, repairman's, employee's, warehousemen's, landlord's, carrier's, pipeline's, contractor's, sub-contractor's, operator's, non-operator's (arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants under operating or other agreements of recordjoint operating agreements), and other similar charges or encumbrances on Real Estate, that do not secure Liens (including any monetary obligation and do not interfere financing statements filed in respect thereof) incidental to obligations incurred by Borrower in connection with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutionsconstruction, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacementmaintenance, extension development, transportation, storage or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;operation of

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Purchase Money Debt that is permitted under Section 10.2.1(c9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (iij) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor Borrower or its Domestic SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensationobligations, unemployment insurance as long as such Liens are at all times junior to Agent’s Liens and other social security legislation and (ii) reimbursement are required or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)provided by Law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments arising by virtue of a judgment or judicial order against any Borrower or Subsidiary, or any Property of a Borrower or Subsidiary, as long as such Liens are (i) in existence for the payment of money not constituting an Event of Defaultless than twenty (20) consecutive days or being Properly Contested, and (ii) at all times junior to Agent’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (jk) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;9.2.2.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): The term PERMITTED LIENS means: (a) Liens liens for taxes, assessments, or similar charges incurred in favor the ordinary course of Agentbusiness that are (i) not yet due and payable or (ii) due and payable but are being contested in good faith by appropriate proceedings in accordance with the terms and conditions of Section 6.8 hereof, provided that, in the case of liens under this clause (ii), a reserve against the BORROWING BASE shall have been established in the amount of the claims for any such taxes, assessments, or similar charges; (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c)liens in favor of the LENDER; (c) Liens for Taxes not yet due or being Properly Contestedany existing liens specifically described on Schedule 1.82 hereof; (d) statutory Liens any lien on specifically allocated money or securities to secure payments under workers compensation, unemployment insurance, social security and other similar LAWS, or to secure the performance of bids, tenders or contracts (other than Liens for Taxes the repayment of borrowed money) or imposed under ERISA) arising to secure statutory obligations or appeal bonds, or to secure leases, or indemnity, performance or other similar bonds in the Ordinary Course ordinary course of Businessbusiness; (e) purchase money security interests for EQUIPMENT not to exceed in aggregate amount outstanding at any one time the sum of Fifty Thousand Dollars ($50,000.00), but only provided that such purchase money security interests do not attach to any assets other than the specific item(s) of EQUIPMENT acquired with the proceeds of the loan secured by such purchase money security interests; (f) statutory liens of landlords, carriers, warehousemen, mechanics, materialmen and other similar liens imposed by LAW which are incurred in the ordinary course of business for sums not more than thirty (30) days delinquent or the validity of which is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, the outcome of such contest proceedings, if (i) adversely determined, could not have a material adverse effect on any of the BORROWERS or the GUARANTORS, such contest proceedings have the effect of preventing the forfeiture or sale of such property subject to such liens, and reserves satisfactory to the LENDER against the BORROWING BASE shall have been established for payment of such sums, fees and expenses for which any of the obligations secured thereby is not yet due or is being Properly ContestedBORROWERS would be liable if unsuccessful in such contest; and provided that such liens do not, and (ii) such Liens do not in any case, materially impair detract from the value or use of the Property property subject thereto or materially impair operation interfere with the ordinary conduct of the business of any Obligor or its Domestic Subsidiaries; (e) Liens incurred or deposits made in of the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) Liens arising in the Ordinary Course of Business that are subject to Lien WaiversBORROWERS; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, restrictions and other similar charges or encumbrances on Real Estatewhich, that in the aggregate, are not material in amount, and which in any case do not secure any monetary obligation and do not materially detract from the value of the property subject thereto or interfere with the Ordinary Course ordinary conduct of Businessthe business of any of the BORROWERS; (h) liens securing judgments, but only to the extent, for an amount, and for a period not resulting in a DEFAULT or an EVENT OF DEFAULT; and (i) normal and customary rights subsequently arising liens which are expressly approved by the LENDER in writing in advance of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal creation of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;liens.

Permitted Liens. Create Borrower shall not create, incur, assume or suffer to exist any Lien upon upon, in or against, or pledge of, any of the Collateral, or any of its Propertyproperties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (ai) Liens under the Loan Documents or otherwise arising in favor of Agent; Lender, (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (cii) Liens imposed by law for Taxes taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due or which are being Properly Contested; contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (diii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen (provided that any such warehousemen have executed a Warehouse Waiver and Consent in form and substance satisfactory to Lender), mechanics, materialmen, and (B) other than Liens for Taxes imposed by law or imposed under ERISA) arising that arise by operation of law in the Ordinary Course ordinary course of Businessbusiness from the date of creation thereof, but in each case only if (i) payment of the obligations secured thereby is for amounts not yet due or is which are being Properly Contestedcontested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (eiv) Liens (A) incurred or deposits made in the Ordinary Course ordinary course of Business business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts, licensescontracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations obligations, or (including B) arising as a result of progress payments under government contracts, (iv) workers’ compensationpurchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), unemployment insurance and other social security legislation and or (iiB) reimbursement or indemnification obligations in connection with the purchase by such Person of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) Liens arising equipment in the Ordinary Course normal course of Business business, provided that are subject to Lien Waivers; such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (gvi) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of recordMHR Subordinated Debt and the Bridge Loan, and other similar charges or encumbrances (vii) Liens disclosed on Real EstateSchedule 7.3; provided, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits Lien in favor of depository institutionsGilbraltar Bank, and Liens FSB shall not extend to any additional collateral or secure any Indebtedness in excess of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;$300,000.

Permitted Liens. Create As used in this Agreement "Permitted Liens" --------------- shall mean (i) any Encumbrances disclosed on the Balance Sheet or suffer on Schedule 5.10(e); (ii) liens for Taxes which are not yet due and payable or delinquent or which are being contested by Devnet in good faith and, with respect to exist which adequate provision has been made by Devnet on its financial statements (whether or not required to be disclosed under GAAP), (iii) liens incurred in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security benefits; (iv) mechanics', carriers', workmen's, repairmen's, suppliers', vendors' or other like liens arising out of or incurred in the ordinary course of business; (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (vi) liens created by or existing from any Lien upon litigation or legal proceeding that is being contested by Devnet; (vii) any Encumbrances not created by Devnet which attach to or affect all or any portion of its Property, except the following fee or other estate of any landlord owning Leased Real Property (collectively, “Permitted Liens”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c"Landlord Encumbrances"); (cviii) Liens extensions, renewals or replacements of any lien for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in money borrowed by Devnet, provided that the Ordinary Course of Business, but only if (i) payment amount of the obligations secured thereby is not yet due or is being Properly Contested, increased and (ii) that any such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement is limited to the property originally encumbered thereby; (ix) rights of landlords which are parties to any of the Debt secured thereby (without increase in the principal amount thereofagreements listed on Schedule 5.1(a), including all liens, claims and other rights arising under such agreements; (lx) Liens rights of parties arising out of contracts and agreements listed on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (mSchedule 5.1(c) Liens existing on Property (other than Accounts between Devnet and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisitionany owners or property managers or between Devnet and any telecommunications or data service providers, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements cable television providers or similar filings;providers; and (xi) rights of landlords or property managers, telecommunications or data service providers, cable television providers or similar providers with respect to contracts, agreements, leases and licenses which Devnet may hereafter enter into with such parties in compliance with Article VII.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “The words "Permitted Liens”): " mean (a1) Liens in favor of Agentliens and security interests securing Indebtedness owed by Borrowers to Lender; (b2) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (c) Liens liens for Taxes taxes, assessments, or similar charges either not yet due or being Properly Contestedcontested in good faith; (d3) statutory Liens (liens of materialmen, mechanics, warehousemen, or carriers, or other than Liens for Taxes or imposed under ERISA) like liens arising in the Ordinary Course ordinary course of Businessbusiness and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business and the interests of lessors under capital leases (5) liens and security interests of East West Bank, but only if (i) payment and other liens and security interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; (6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets, (7) liens on amounts deposited in connection with obtaining worker’s compensation or other unemployment insurance, liens on amounts deposited in connection with public and statutory obligations secured thereby is in the ordinary course of business or the making or entering into of bids, tenders, or leases in the ordinary course of business, in each case not yet due in connection with the borrowing of money (but specifically permitting liens on amounts deposited to secure performance or is being Properly Contestedpayment bonds obtained in the ordinary course of business), (8) liens on amounts deposited as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business, and (ii9) such Liens with respect to any real property, easements, rights of way, and zoning restrictions that do not materially interfere with or impair the value use or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;.

Permitted Liens. Create Borrower shall not create, incur, assume or suffer to exist any Lien upon upon, in or against, or pledge of, any of the Collateral or any of its Propertyproperties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (ai) Liens under the Loan Documents or otherwise arising in favor of Agent; Lender, (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (cii) Liens imposed by law for Taxes taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due or which are being Properly Contested; contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (diii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen (provided that any such warehousemen have executed a Warehouse Waiver and Consent in form and substance satisfactory to Lender), mechanics, materialmen, and (B) other than Liens for Taxes imposed by law or imposed under ERISA) arising that arise by operation of law in the Ordinary Course ordinary course of Businessbusiness from the date of creation thereof, but in each case only if (i) payment of the obligations secured thereby is for amounts not yet due or is which are being Properly Contestedcontested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (eiv) Liens (A) incurred or deposits made in the Ordinary Course ordinary course of Business business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts, licensescontracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations obligations, or (including B) arising as a result of progress payments under government contracts, (iv) workers’ compensation, unemployment insurance and other social security legislation and purchase money Liens (iiA) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt Indebtedness permitted under Section 10.2.1(n7.2(iii); , or (mB) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, and (vi) Liens existing disclosed on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;Schedule 7.3.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, The term “Permitted Liens”): PERMITTED LIENS” means: (a) Liens LIENS for taxes, assessments, or similar charges incurred in favor the ordinary course of Agentbusiness that are not yet due and payable (or which are being contested in compliance with the provisions of Section 4.5 hereof); (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c)LIENS in favor of the SECURED PARTIES; (c) Liens for Taxes not yet due or being Properly Contestedany existing LIENS specifically described on Schedule 1.13 hereof; (d) statutory Liens (any LIEN on specifically allocated money or securities to secure payments under workmen’s compensation, unemployment insurance, social security and other than Liens for Taxes similar LAWS, or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts, licenses, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations and or appeal bonds, or to secure indemnity, performance or other similar obligations bonds in the ordinary course of business; (including e) purchase money security interests in equipment (iand security interests in equipment securing the refinancing of INDEBTEDNESS previously secured by a purchase money security interest therein) workers’ compensationnot to exceed in aggregate amount outstanding together with all other secured purchase money financing of the BORROWER and of its SUBSIDIARIES at any one time the sum of Two Million Dollars ($2,000,000.00), unemployment insurance provided that such purchase money security interests do not attach to any assets other than the specific item(s) of equipment acquired with the proceeds of the loan secured by such purchase money security interests and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)proceeds thereof; (f) Liens LIENS of carriers, warehousemen, mechanics, materialmen and landlords arising in the Ordinary Course ordinary course of Business that are subject to Lien Waiversbusiness for sums not overdue or sums being diligently contested in good faith by appropriate procedures and for which adequate reserves have been set aside; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, encroachments and other similar charges or encumbrances on Real Estateencumbrances, that do and minor title deficiencies relating to real property owned or occupied by the GUARANTOR, in each case not secure any monetary obligation securing INDEBTEDNESS and do not interfere materially interfering with the Ordinary Course conduct of Businessthe business of the GUARANTOR; and (ih) normal and customary rights subsequently arising LIENS which are expressly approved in advance of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal creation of any Lien permitted such LIENS by clause (j), above upon or the ADMINISTRATIVE AGENT in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;writing.

Permitted Liens. Create Borrower shall not create, incur, assume or suffer to exist any Lien upon upon, in or against, or pledge of, any of the Collateral or any of its Propertyproperties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “"Permitted Liens”"): (ai) Liens under the Loan Documents or otherwise arising in favor of Agent; Lender, (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (cii) Liens imposed by law for Taxes taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due or which are being Properly Contested; contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (diii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen (provided that any such warehousemen have executed a Warehouse Waiver and Consent in form and substance satisfactory to Lender), mechanics, materialmen, and (B) other than Liens for Taxes imposed by law or imposed under ERISA) arising that arise by operation of law in the Ordinary Course ordinary course of Businessbusiness from the date of creation thereof, but in each case only if (i) payment of the obligations secured thereby is for amounts not yet due or is which are being Properly Contestedcontested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (eiv) Liens (A) incurred or deposits made in the Ordinary Course ordinary course of Business business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts, licensescontracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations obligations, or (including B) arising as a result of progress payments under government contracts, (iv) workers’ compensation, unemployment insurance and other social security legislation and purchase money Liens (iiA) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt Indebtedness permitted under Section 10.2.1(n7.2(iii); , or (mB) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, and (vi) Liens existing disclosed on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;Schedule 7.3.

Permitted Liens. Create Create, incur or suffer to exist any Lien upon or with respect to any of its Property, except whether now owned or hereafter acquired, file or authorize the filing under Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, “Permitted Liens”): (a) Liens in favor of AgentLender and Secured Parties; (b) Purchase Money Liens securing Purchase Money Debt that is permitted under Section 10.2.1(c9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor Topco or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensationobligations, unemployment insurance as long as such Liens are at all times junior to Lender’s Liens and other social security legislation and (ii) reimbursement are required or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)provided by law; (f) Liens arising in the Ordinary Course of Business that are either (i) subject to Lien WaiversWaivers or (ii) with respect to a non-material portion of the Collateral (other than Accounts or Inventory); (g) Liens securing judgments arising by virtue of a judgment or judicial order against Topco or its Subsidiaries, or any Property of Topco or its Subsidiaries, as long as such Liens are (i) in existence for the payment of money not constituting an Event of Defaultless than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Lender’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers’, warehousemen’s, mechanics, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (n) existing Liens shown on Schedule 10.2.2; (k) 9.2.2. and replacement Liens on the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out to such Liens, but only to the extent that the amount of debt secured thereby, and the extensionproperty secured thereby, renewal or replacement of the Debt secured thereby shall not be increased; and (without increase in the principal amount thereof); (lo) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time in favor of Borrower in respect of its acquisition by an Obligor pursuant to a Permitted Acquisitionconsignment interests encumbering its Consigned Inventory. [SIC] A&R Loan, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;Security and Guaranty Agreement

Permitted Liens. Create Create, incur or suffer to exist any Lien upon any of its Property, except exceptor with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, “Permitted Liens”): (a) Liens in favor of AgentLender and Secured Parties; (b) Purchase Money Liens securing Purchase Money Debt that is permitted under Section 10.2.1(c9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor Borrower or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensationobligations, unemployment insurance as long as such Liens are at all times junior to Lender’s Liens and other social security legislation and (ii) reimbursement are required or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)provided by law; (f) Liens arising in the Ordinary Course of Business that are either (i) subject to Lien WaiversWaivers or (ii) with respect to a non-material portion of the Collateral (other than Accounts or Inventory); (g) Liens securing judgments arising by virtue of a judgment or judicial order against Borrower or its Subsidiaries, or any Property of Borrower or its Subsidiaries, as long as such Liens are (i) in existence for the payment of money not constituting an Event of Defaultless than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Lender’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers’, warehousemen’s, mechanics, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (n) existing Liens shown on Schedule 10.2.2; (k) 9.2.2. and replacement Liens on the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out to such Liens, but only to the extent that the amount of debt secured thereby, and the extensionproperty secured thereby, renewal or replacement of the Debt secured thereby shall not be increased; and (without increase in the principal amount thereof); (lo) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time in favor of Borrower in respect of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;consignment interests encumbering its Consigned Inventory.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Purchase Money Debt that is permitted under Section 10.2.1(c9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor Borrower or its Domestic SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensationobligations, unemployment insurance as long as such Liens are at all times junior to Agent’s Liens and other social security legislation and (ii) reimbursement are required or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)provided by Law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments arising by virtue of a judgment or judicial order against any Borrower or Subsidiary, or any Property of a Borrower or Subsidiary, as long as such Liens are (i) in existence for the payment of money not constituting an Event of Defaultless than twenty (20) consecutive days or being Properly Contested, and (ii) at all times junior to Agent’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;9.2.2.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): (a%3) Liens under the Loan Documents to secure the Secured Obligations; (%3) Liens (x) securing obligations under the ABL Facility and any “Secured Bank Products” (as defined in favor the ABL Facility) provided that any Liens on any assets of any Obligor shall be subject to the Intercreditor Agreement and (y) on the Collateral securing Indebtedness permitted under Section 6.1(d), (p) and (ff) so long as (A) in the case of Debt pursuant to Section 6.1(p) or (ff), at the option of the Borrower, such Liens rank pari passu to the Liens securing the Secured Obligations pursuant to the Intercreditor Agreement and (B) in the case of Permitted Debt Securities incurred pursuant to Section 6.1(d) and, at the option of the Borrower, Debt incurred pursuant to Section 6.1(p) or (ff), such Liens rank junior to the Liens securing the Secured Obligations pursuant to an intercreditor agreement in form reasonably satisfactory to the Administrative Agent; (b%3) Purchase Money Liens securing Permitted Purchase Money Debt permitted under Section 10.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured additional Debt permitted under Section 10.2.1(n)Sections 6.1(j) and 6.1(k) attaching only to the assets acquired with such Debt; provided that individual equipment, purchase money or capital lease financings provided by one lender (mor its Affiliates) Liens existing on Property (may be cross-collateralized to other than Accounts and Inventory) at the time of its acquisition by an Obligor equipment, purchase money or capital lease financings incurred pursuant to a Permitted Acquisition, so long as this Agreement and can be provided by such Liens are not created in contemplation of such Acquisition; lender (n) Liens arising from precautionary UCC financing statements or similar filingsits Affiliates);

Permitted Liens. Create For purposes hereof "PERMITTED LIENS" means (i) liens (including extensions and renewals thereto) upon property (whether real, personal, tangible or suffer intangible) acquired after the Issue Date provided that any such lien shall not extend to exist or cover any Lien upon acquired property or assets other than such item(s) of property or assets and any improvements on such item(s); (ii) any interest or title of a lessor in the property subject to any capitalized lease obligation or operating lease; (iii) liens on property of, or on shares of capital stock or indebtedness of, any person existing at the time such person becomes, or becomes a part of, the Issuer or any subsidiary of the Issuer; provided that such liens do not extend to or cover any property or assets of the Issuer or any subsidiary of the Issuer, other than the property or assets acquired; (iv) liens in favor of the Issuer or any subsidiary of the Issuer; (v) liens securing reimbursement obligations with respect to letters of credit secured by Issuer in the ordinary course of business that encumber cash deposits, documents or other property relating to such letters of credit and the products and proceeds thereof; (vi) liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of products entered into by the Issuer or any of its Property, except subsidiaries in the following (collectively, “Permitted Liens”): (a) Liens in favor ordinary course of Agentbusiness of the Issuer and its subsidiaries; (bvii) Purchase Money Liens liens securing Purchase Money Debt permitted under Section 10.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (including Issuer's obligations in respect of letters bankers' acceptances issued or created to facilitate the purchase, shipment or storage of credit inventory or bank guarantees for other products in the benefit of) insurance carriers providing property, casualty or liability insurance ordinary course of business which are limited to the Borrowers inventory or products related thereto; (viii) licenses, escrows or any of their Subsidiaries); (f) Liens security interests arising in the Ordinary Course ordinary course of Business that are subject business, granted by the Issuer with respect to Lien Waiversany intellectual property owned by the Issuer; (gix) Liens securing judgments for liens encumbering property acquired by the payment Issuer upon the acquisition of money not constituting an Event another entity subsequent to the Issue Date; provided, that, the Issuer has agreed to assume the indebtedness of Defaultsuch acquired entity; (hx) easementsliens securing other indebtedness hereinafter created in an amount (in the aggregate) not to exceed the sum of One Million Five Hundred Thousand Dollars ($1,500,000) plus the amount of credit provided to the Issuer by a bank, rights-of-way, restrictions, covenants finance company or other agreements institutional lender in the ordinary course of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Businesslender's business as senior indebtedness; (ixi) normal and customary rights of setoff upon deposits liens in favor of depository institutions, and Liens of a collecting bank existence on Payment Items in the course of collectionIssue Date; (jxii) existing Liens shown liens securing assets acquired by the Issuer; provided such liens were in existence prior to the date of such acquisition by the Issuer; and (xiii) purchase money liens on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal Issuer to finance or replacement secure a portion of the Debt purchase price thereof provided that in each case such lien should be limited to the property so acquired and the indebtedness secured thereby (without increase in by the principal amount thereof); (l) Liens on Property lien does not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at exceed the time purchase price of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;the property.

Permitted Liens. Create Borrower shall not create, incur, assume or suffer to exist any Lien upon upon, in or against, or pledge of, any of the Collateral or any of its Propertyproperties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “"Permitted Liens”"): (ai) Liens under the Loan Documents or otherwise arising in favor of Agent; Lender, (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (cii) Liens imposed by law for Taxes taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due or which are being Properly Contested; contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (diii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other than Liens for Taxes imposed by law or imposed under ERISA) arising that arise by operation of law in the Ordinary Course ordinary course of Businessbusiness from the date of creation thereof, but in each case only if (i) payment of the obligations secured thereby is for amounts not yet due or is which are being Properly Contestedcontested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (eiv) Liens (A) incurred or deposits made in the Ordinary Course ordinary course of Business business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts, licensescontracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations obligations, or (including B) arising as a result of progress payments under government contracts, (iv) workers’ compensation, unemployment insurance and other social security legislation and purchase money Liens (iiA) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt Indebtedness permitted under Section 10.2.1(n7.2(iii); , or (mB) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, and (vi) Liens existing disclosed on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;Schedule 7.3.

Permitted Liens. Create Permitted Liens" means: (i) liens for taxes not delinquent, or suffer which are being contested in good faith and by appropriate proceedings which suspend the collection thereof and in respect of which adequate reserves have been made (provided that such proceedings do not, in Lender's reasonable discretion, involve any substantial risk of the sale, loss or forfeiture of such property or assets or any interest therein), provided that payroll taxes shall be paid when due; (ii) deposits or pledges to exist secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance; (iii) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (iv) mechanic's, workmen's, materialmen's or other like liens arising in the ordinary course of business with respect to obligations which are not due, or which are being contested in good faith by appropriate proceedings which suspend the collection thereof and in respect of which adequate reserves have been made (provided that such proceedings do not, in Lender's reasonable discretion, involve any Lien upon substantial risk of the sale, loss or forfeiture of such property or assets or any interest therein); (v) liens and encumbrances in favor of Lender; (vi) liens granted in connection with the lease or 4 purchase of property or assets financed by borrowings permitted by Section 7.1 (provided, however, that no such borrowing permitted by Section 7.1 may be secured by liens on any of the Collateral); (vii) judgment liens not affecting the Collateral to the extent the entry of such judgments does not constitute an Event of Default under the terms of this Agreement; (viii) statutory landlord's liens not affecting the Collateral under leases to which the Borrower or any of its Property, except the following (collectively, “Permitted Liens”): (a) Liens in favor of AgentSubsidiaries is a party; (bix) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (c) Liens for Taxes not yet due zoning restrictions, easements, rights of way, licenses and restrictions on the use of real property or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising minor irregularities in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens title thereto which do not materially impair the use or value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiariessuch real property; (ex) Liens incurred or deposits made in liens not affecting the Ordinary Course Collateral securing obligations under capital leases to the extent such capital leases are permitted by the provisions of Business to secure the performance of tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation this Agreement; and (iixi) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing propertyliens set forth on SCHEDULE 1.34 and refinancings, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, replacements and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount renewals thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;.

Permitted Liens. Create Borrower shall not create, incur, assume or suffer to exist any Lien upon upon, in or against, or pledge of, any of the Collateral or any of its Propertyproperties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “"Permitted Liens”"): (ai) Liens under the Loan Documents or otherwise arising in favor of Agent; Lender, (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (cii) Liens imposed by law for Taxes taxes, assessments or charges of any Governmental Authority for claims not yet due or which are being Properly Contested; contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its Permitted Discretion, (diii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other than Liens for Taxes imposed by law or imposed under ERISA) arising that arise by operation of law in the Ordinary Course ordinary course of Businessbusiness from the date of creation thereof, but in each case only if (i) payment of the obligations secured thereby is for amounts not yet due or is which are being Properly Contestedcontested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its Permitted Discretion, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (eiv) Liens (A) incurred or deposits made in the Ordinary Course ordinary course of Business business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts, licensescontracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations obligations, or (including B) arising as a result of progress payments under government contracts, (iv) workers’ compensation, unemployment insurance and other social security legislation and purchase money Liens (iiA) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt Indebtedness permitted under Section 10.2.1(n7.2(iii); , or (mB) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens existing on Property necessary and desirable for the operation of such Person's business, provided Lender has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, all in form and substance satisfactory to Lender in its sole discretion, (other than Accounts and Inventoryvii) at the time of its acquisition by an Obligor Liens pursuant to a Permitted AcquisitionSubordinated Debt in accordance with the terms of the Subordination Agreement, so long as such Liens are not created in contemplation of such Acquisition; and (nviii) Liens arising from precautionary UCC financing statements or similar filings;disclosed on Schedule 7.3.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): (ai) Liens in favor existing on the date of Agentthis Agreement as shown on Exhibit E; (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (cii) Liens for Taxes taxes, assessments, governmental charges or claims which are not yet due delinquent or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor; (iii) statutory Liens of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other like Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being Properly Contestedcontested in good faith by appropriate proceedings, and if a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor; (div) statutory Liens (other than Liens for Taxes any Lien imposed by the Employee Retirement Income Security Act of 1974, as amended) incurred or imposed under ERISA) arising deposits made in the Ordinary Course ordinary course of Businessbusiness in connection with workers' compensation, but only if (i) payment unemployment insurance and other types of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiariessocial security; (ev) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, licenses, statutory obligations performance and return-of-money bonds and other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) Liens arising a like nature incurred in the Ordinary Course ordinary course of Business that are subject to Lien Waivers; business (g) Liens securing judgments exclusive of obligations for the payment of money not constituting an Event of Defaultborrowed money); (hvi) easements, rights-of-way, restrictions, covenants minor defects or other agreements of record, irregularities in title and other similar charges or encumbrances on Real Estate, that do not secure interfering in any monetary obligation and do not interfere material respect with the Ordinary Course business of Businessthe Borrower or any of its Subsidiaries incurred in the ordinary course of business; (vii) Liens securing reimbursement obligations with respect to documentary letters of credit which encumber documents and other property relating to such letters of credit and the products and proceeds thereof; (viii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (ix) judgment and attachment Liens not giving rise to a Potential Event of Default or an Event of Default; (x) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (xi) customary Liens securing indebtedness under interest rate protection agreements and foreign currency hedging arrangements; (xii) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Borrower; (xiii) any interest or title of a lessor in the property subject to any capital lease obligation or operating lease entered into by the Borrower in the ordinary course of business provided that the incurrence of any related indebtedness is permitted by this Agreement; (xiv) Liens of banks in funds on deposit with such banks; (xv) Equipment liens reasonable and customary to the Borrower's business not to exceed $500,000 in the aggregate; and (xvi) extensions, renewals or regranting of any Liens referred to in clauses (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; through (jxv) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;above.

Permitted Liens. Create The words “Permitted Liens” (1) Any liens existing on the date of this Agreement and disclosed in writing to Lender or suffer to exist arising under this Agreement or the Related Documents; (2) liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings, provided the same have no priority over any Lien of Bank’s security interests; (3) liens (i) upon or in any equipment acquired or held by Borrower or any of its PropertySubsidiaries to secure the purchase price of such equipment or indebtedness incurred solely for the purpose of financing the acquisition of such equipment, except the following (collectively, “Permitted Liens”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) existing on such Liens do not materially impair equipment at the value or use time of its acquisition, provided that the Property or materially impair operation lien is confined solely to the property so acquired and improvements thereon, and the proceeds of the business of any Obligor or its Domestic Subsidiariessuch equipment; (e4) Liens incurred or deposits made in the Ordinary Course of Business liens to secure the performance payment of tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensation, unemployment insurance and other employment insurance, old age pensions, social security legislation and (ii) reimbursement or indemnification other like obligations incurred in the ordinary course of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)business; (f5 ) Liens liens arising from judgments, decrees or attachments in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments for the payment of money circumstances not constituting an Event of DefaultDefault under Section 13.10; (h6) liens in favor of other financial institutions arising in connection with accounts at such institutions to secure standard fees for services, but not arising in connection with financing made available by such institution, provided that the aggregate amount of such fees does not exceed $250,000; (7) carriers’ warehousemen’s, mechanics, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business which are not delinquent or which are being contested in good faith and by appropriate proceedings and for which Borrower maintains adequate reserves in accordance with GAAP; (8) easements, rights-of-way, restrictions, covenants or other agreements of record, restrictions and other similar charges or encumbrances on Real Estateaffecting real property which, that in the aggregate, are not substantial in amount, and which do not secure in any monetary obligation case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of Borrower or any applicable Subsidiary; (9) leases or subleases and licenses or sublicenses granted to others in the ordinary course of business, subject to Bank’s Security Interest in the Collateral, and which do not interfere in any material respect with the Ordinary Course business operations of Businessthe Borrower or any applicable Subsidiary; (i10) normal and customary rights of setoff upon deposits liens in favor of depository institutions, customs and Liens revenue authorities arising as a matter of a collecting bank on Payment Items law to secure payment of customs duties in connection with the importation of goods; (11) other liens not described above arising in the ordinary course of collectionbusiness and not having or not reasonably likely to have a Material Adverse Effect on Borrower and its Subsidiaries taken as a whole, or on any of the Collateral; and (j12) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or liens incurred in the same property subject thereto arising out of connection with the extension, renewal or replacement refinancing of the Debt indebtedness secured thereby by liens of the type described in clauses (without increase in 1) through (3) above, provided that any extension, renewal or replacement lien shall be limited to the property encumbered by the existing lien and the principal amount thereof); (l) Liens on Property of the indebtedness being extended, renewed or refinanced does not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;increase.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): " means: (a) Liens liens for taxes not delinquent, or which are being contested in favor good faith and by appropriate proceedings which suspend the collection thereof and in respect of Agentwhich adequate reserves, if required by GAAP, have been made (provided that such proceedings do not, in Lender's sole discretion, involve any substantial danger of the sale, loss or forfeiture of such property or assets or any interest therein); (b) Purchase Money Liens securing Purchase Money Debt permitted deposits or pledges to secure obligations under Section 10.2.1(c)workmen's compensation, social security or similar laws, or under unemployment insurance; (c) Liens deposits or pledges to secure bids, tenders, contracts (other than contracts for Taxes not yet due or being Properly Contestedthe payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (d) statutory Liens (mechanic's, workmen's, materialmen's or other than Liens for Taxes or imposed under ERISA) like liens arising in the Ordinary Course ordinary course of Businessbusiness with respect to obligations which are not due, but only or which are being contested in good faith by appropriate proceedings which suspend the collection thereof and in respect of which adequate reserves if required by GAAP, have been made (i) payment provided that such proceedings do not, in Lender's sole discretion, involve any substantial danger of the obligations secured thereby is not yet due sale, loss or is being Properly Contested, and (ii) forfeiture of such Liens do not materially impair the value property or use of the Property assets or materially impair operation of the business of any Obligor or its Domestic Subsidiariesinterest therein); (e) Liens incurred or deposits made liens and encumbrances in the Ordinary Course favor of Business to secure the performance of tenders, bids, leases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)Lender; (f) Liens arising liens granted in connection with the Ordinary Course lease or purchase of Business clinics, operations, facilities or other property or assets financed by borrowings permitted by Section 7.1 (provided, however, that are subject to Lien Waiversno such borrowings permitted by Section 7.1 may be secured by liens on any of the Collateral); and (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, liens set forth on Schedule 1.36. and other similar charges or encumbrances on Real Estate, that do not liens to secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement thereof and (h) customary restrictions and other encumbrances on or as to the use of property or liens incidental to the Debt secured thereby (without increase in conduct of business or the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time ownership of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens property which are not created incurred in contemplation connection with Borrowed Money or other extensions of credit, provided that no such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;liens pertain to the Collateral.

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): (ai) Liens in favor existing on the date of Agentthis Agreement as shown on Exhibit E; (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (cii) Liens for Taxes taxes, assessments, governmental charges or claims which are not yet due delinquent or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor; (iii) statutory Liens of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other like Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being Properly Contestedcontested in good faith by appropriate proceedings, and if a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor; (div) statutory Liens (other than Liens for Taxes any Lien imposed by the Employee Retirement Income Security Act of 1974, as amended) incurred or imposed under ERISA) arising deposits made in the Ordinary Course ordinary course of Businessbusiness in connection with workers' compensation, but only if (i) payment unemployment insurance and other types of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiariessocial security; (ev) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, licenses, statutory obligations performance and return-of-money bonds and other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) Liens arising a like nature incurred in the Ordinary Course ordinary course of Business that are subject to Lien Waivers; business (g) Liens securing judgments exclusive of obligations for the payment of money not constituting an Event of Defaultborrowed money); (hvi) easements, rights-of-way, restrictions, covenants minor defects or other agreements of record, irregularities in title and other similar charges or encumbrances on Real Estate, that do not secure interfering in any monetary obligation and do not interfere material respect with the Ordinary Course business of Businessthe Borrower or any of its Subsidiaries incurred in the ordinary course of business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (j), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (lvii) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;securing

Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, The term “Permitted Liens”): PERMITTED LIENS” means: (a) Liens LIENS for taxes, assessments, or similar charges incurred in favor the ordinary course of Agentbusiness that are not yet due and payable or which are being contested in compliance with the procedures set forth in Section 5.8 hereof; (b) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c)LIENS in favor of the SECURED PARTIES; (c) Liens for Taxes not yet due or being Properly Contestedany existing LIENS specifically described on Schedule 1.81 hereof; (d) statutory Liens (any LIEN on specifically allocated money or securities to secure payments under workmen’s compensation, unemployment insurance, social security and other than Liens for Taxes similar LAWS, or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts, licenses, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations and or appeal bonds, or to secure indemnity, performance or other similar obligations bonds in the ordinary course of business; (including e) purchase money security interests in equipment (iand security interests in equipment securing the refinancing of INDEBTEDNESS previously secured by a purchase money security interest therein) workers’ compensationnot to exceed, unemployment insurance together with all purchase money security interests of the SUBSIDIARIES of the BORROWER, in aggregate amount outstanding at any one time the sum of Two Million Dollars ($2,000,000.00), provided that such purchase money security interests do not attach to any assets other than the specific item(s) of equipment acquired with the proceeds of the loan secured by such purchase money security interests and other social security legislation and (ii) reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries)proceeds thereof; (f) Liens arising in the Ordinary Course interests of Business that are subject to Lien Waiverslessors under capital leases; (g) Liens securing judgments LIENS of carriers, warehousemen, mechanics, materialmen and landlords arising in the ordinary course of business for the payment of money sums not constituting an Event of Defaultoverdue or sums being diligently contested in good faith by appropriate procedures and for which adequate reserves have been set aside; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, encroachments and other similar charges or encumbrances on Real Estateencumbrances, that do and minor title deficiencies relating to real property owned or occupied by the BORROWER or its SUBSIDIARIES, in each case not secure any monetary obligation securing INDEBTEDNESS and do not interfere materially interfering with the Ordinary Course conduct of Businessthe business of the BORROWER or any of its SUBSIDIARIES; and (i) normal and customary rights subsequently arising LIENS which are expressly approved in advance of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal creation of any Lien permitted such LIENS by clause (j), above upon or the REQUIRED LENDERS in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;writing.