Common use of Limitation on Liens Clause in Contracts

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any time.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Any Lien (other than Liens on the Collateral) existing on the property of the Company or any Subsidiary its Subsidiaries on the Closing Date and set forth in Schedule 8.01 7.01 securing Indebtedness outstanding on such datedate or refinancings thereof provided that each such refinancing of an Indebtedness shall not result in any of the following: (1) an increase in the interest rate and/or the then outstanding principal amount of the Indebtedness being refinanced, (2) any additional assets of the Company or any of its Restricted Subsidiaries securing the Indebtedness being refinanced, (3) the Company or any Restricted Subsidiary incurring any Guaranty Obligation in connection therewith; and (4) an increase, during the term of this Agreement and for one year thereafter, in the principal payments of the Indebtedness being refinanced, and (5) any restriction on the ability of the Company to perform its obligations under this Agreement and any other Loan Document; (b) any Any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.07, provided that no notice Notice of lien Lien has been filed or recorded. For purposes of this subsection, "Notice of Lien" means any "notice of lien" or similar document intended to be filed or recorded under the Code; (d) carriers'with any court, warehousemen'sregistry, mechanics'recorder's office, landlords', materialmen's, repairmen's central filing office or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed Governmental Authority for the purpose of financing all evidencing, creating, perfecting or any part preserving the priority of the cost of acquiring such property; provided that (i) any such a Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject owing to such leases, provided that such capital leases are otherwise permitted hereundera Governmental Authority; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any time.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 9.1 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan DocumentDocument and any Lien in favor of a Lender or its Affiliates and securing the Hedging Agreements; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, 8.7; provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000stayed; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) Liens on assets of corporations which become Subsidiaries after the date of this Agreement; provided, however, (i) that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof and (ii) the principal amount of the Indebtedness secured by any and all such Liens shall not at any time exceed $4,000,000; (j) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such propertyproperty and (iv) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed $5,000,000; (jk) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (kl) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and; (lm) any other Liens if to secure obligations, so long as the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate 5,000,000 at any time; (n) Liens on Receivables Program Assets; and (o) Liens on assets of foreign Subsidiaries securing Indebtedness not in excess of $10,000,000 at any time outstanding.

Limitation on Liens. The Company Borrower shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer permit to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("“Permitted Liens"”): (a) any Lien existing on property of the Company Borrower or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company Borrower or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, leases or statutory obligations, (ii) contingent obligations on Contingent Obligations in connection with performance bonds, surety bonds and appeal bonds, bonds and (iii) other non-delinquent obligations of a like nature; , in each case, incurred in the ordinary course of business, ; provided that all such Liens in the aggregate would could not (even if enforced) reasonably be expected to cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company Borrower and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (kh) Liens arising solely by virtue of any statutory or common law provision relating to banker's ’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that ; (i) such deposit account is not a dedicated cash collateral account and is not Liens securing obligations in respect of Capital Leases on assets subject to restrictions against access by the Company such leases, provided that such Capital Leases are otherwise permitted hereunder; (j) Judgment or other similar Liens in excess connection with legal proceedings which (i) do not give rise to an Event of those set forth by regulations promulgated by the FRB, Default under Section 8.01(i) or (j) and (ii) such deposit account is not intended are being contested in good faith by the Company or any Subsidiary to provide collateral to the depository institutionappropriate proceedings diligently conducted; and (lk) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries securing Indebtedness that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timeone time outstanding $20,000,000.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its propertyProperty, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):following: (a) any Lien existing on property the Property of the Company or any Subsidiary its Subsidiaries on the Closing Date and set forth in Schedule 8.01 7.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.06, provided that no notice Notice of lien Lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course Ordinary Course of business Business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property Property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course Ordinary Course of business Business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property Property of the Company or any of its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course Ordinary Course of businessBusiness, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,00010,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course Ordinary Course of business Business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property Property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase Liens on assets of corporations which become Subsidiaries after the date of this Agreement, PROVIDED, HOWEVER, that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof; (j) Purchase money security interests on any property Property acquired or held by the Company or its Subsidiaries in the ordinary course Ordinary Course of business, Business securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertyProperty; provided that PROVIDED THAT (i) any such Lien attaches to such property Property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) Property so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; Property, and (jiv) Liens securing obligations in respect the principal amount of capital leases on assets subject to the Indebtedness secured by any and all such leases, provided that such capital leases are otherwise permitted hereunderpurchase money security interests shall not at any time exceed $50,000,000; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that PROVIDED THAT (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRBFederal Reserve Board, and (ii) such deposit account is not intended by the Company or any Subsidiary of its Subsidiaries to provide collateral to the depository institution; and; (l) any other Liens if on Property, PROVIDED that the sum of the aggregate amount of obligations of the Company or any of its Subsidiaries that is Indebtedness secured by such other Liens does (exclusive of Indebtedness secured by Liens permitted by clauses (a) through (k) hereof) shall not exceed $30,000,000 in an amount equal to five percent (5%) of the aggregate at Company's total assets as shown on its consolidated balance sheet for its most recent prior fiscal quarter; PROVIDED, HOWEVER, that for purposes of this Section 7.01, the term "Property" shall exclude the Company's common and cumulative preference stock, short and long-term marketable securities and options or other financial derivative instruments related to any timeof the foregoing.

Limitation on Liens. The Company Borrower shall not, and nor shall not suffer or it permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its their respective property, whether now owned or hereafter acquired, other than the following ("“Permitted Liens"”): (a) any Lien existing on property of the Company Borrower or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company Borrower or any of its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent non‑delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-wayrights‑of‑way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company Borrower and its Subsidiaries; (ih) purchase money security interests Liens on any property acquired or held by of a Person subject to an Acquisition existing at the Company or its Subsidiaries in the ordinary course time of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that Acquisition; (i) any such Lien attaches to such Liens existing on the Closing Date on property concurrently with of one or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost more Subsidiaries securing Indebtedness of such propertySubsidiaries; (j) Liens securing on Receivables, lease receivables and other obligations in respect of capital leases on assets subject owing to the Borrower or any domestic Wholly-Owned Subsidiary to the extent such leasesReceivables, provided that such capital leases are otherwise lease receivables and other obligations have been sold under a Receivables Purchase Facility permitted hereunderunder Section 7.02(d); (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's ’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company Borrower in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company Borrower or any Subsidiary to provide collateral to the depository institution; and (l) Liens not otherwise permitted hereunder on any other Liens if property securing Indebtedness; provided that the aggregate amount of obligations of the Company or any of its Subsidiaries that is Indebtedness so secured by such Liens does together with Indebtedness permitted to be secured pursuant to Section 7.01(a) above shall not exceed $30,000,000 in the aggregate at any timetime outstanding 10% of the consolidated total tangible assets (balance sheet total assets less goodwill and intangibles) of the Borrower and its Subsidiaries determined as of the end of the most recently ended fiscal quarter of the Borrower.

Limitation on Liens. The Company Borrowers shall not, and shall not without prior written consent of the Purchaser, create or suffer to exist, or permit any Subsidiary to, directly or indirectly, make, create, incur, assume to create or suffer to exist exist, any Lien upon or with respect to any part of its propertyProperties, income or profits, whether now owned or hereafter acquired, other than except the following ("each a “Permitted Liens"Lien”): 10.5.1 Liens at any time granted in favor of the Purchaser; 10.5.2 Liens for Taxes (a) excluding any Lien existing on property imposed pursuant to any of the Company provisions of ERISA) not yet due, or any Subsidiary on being contested in the Closing Date and set forth manner described in Schedule 8.01 securing Indebtedness outstanding on Section 3.18, but only if in the Purchaser’s reasonable judgment such dateLien does not adversely affect the Purchaser’s rights or the priority of the Purchaser’s Liens in the Collateral; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar 10.5.3 Liens arising in the ordinary course of the business which are of a Borrower by operation of law or regulation, but only if payment in respect of any such Lien is not delinquent at the time required and such Liens do not, in the aggregate, materially detract from the value of the Property of the Borrowers or remain payable without penalty materially impair the use thereof in the operation of the business of the Borrowers; 10.5.4 Such other Liens existing on the date of this Agreement and listed on Schedule 10.5 hereto; 10.5.5 So long as no Event of Default has occurred and is continuing, attachment, judgment and other similar non-tax Liens arising in connection with court proceedings, but only if and for so long as the execution or which other enforcement of such Liens is and continues to be effectively stayed and bonded on appeal, the validity and amount of the claims secured thereby are being actively contested in good faith and by appropriate proceedings, which lawful proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business whichnot, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto Property of the Borrowers or materially impair the use thereof in the operation of the Borrowers’ businesses; 10.5.6 Reservations, exceptions, easements, rights of way and other similar encumbrances affecting Real Property; provided that, in the Purchaser’s sole judgment, such exceptions do not in the aggregate materially detract from the value of such Property or materially interfere with the ordinary conduct use of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries such Property in the ordinary course of the Borrowers’ business, securing Indebtedness incurred or assumed for and if such Property constitutes Collateral, the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institutionPurchaser has consented thereto; and (l) any 10.5.7 Such other Liens if as the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 Purchaser may hereafter approve in the aggregate at any timewriting.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary other member of the Company Group to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its propertyproperty or assets, whether now owned or hereafter acquired, or offer or agree to do so, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth securing Indebtedness identified in Schedule 8.01 securing Indebtedness outstanding on such date6.06 hereto; (b) any Lien in favor of the Purchaser created under any Loan Investment Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to unless the extent that non-payment thereof is permitted same are being contested in good faith by Section 7.07appropriate proceedings and adequate reserves in accordance with GAAP are maintained, provided that no notice Notice of lien Lien has been filed or recorded under the Coderecorded; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business which do not secure Indebtedness and are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject theretopenalty; (e) Liens (other than any Lien imposed by ERISA) consisting on the property of any member of the Company Group incurred, or pledges or deposits required in the ordinary course of business required, in connection with workers' workmen's compensation, unemployment insurance and other social security legislation; (f) Liens on the property of any member of the Company or its Subsidiaries Group securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, and (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, nature incurred in the ordinary course of businessbusiness which do not secure Indebtedness, provided that all such Liens in the aggregate would could not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its SubsidiariesGroup; (ih) purchase money security interests Liens on any property acquired or held by asset which is the Company or its Subsidiaries in the ordinary course subject of business, a capital lease securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; asset, provided that (ix) any such Lien attaches to such property concurrently with or within 20 30 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iiiy) the sum of the aggregate principal amount of the debt such Indebtedness secured thereby does by such Liens shall not exceed 100% of the cost $15,000,000; (i) Liens on contract rights under subscriber equipment leases sold, pledged or otherwise transferred pursuant to any bona fide financing of such property;leases; and (j) Liens securing obligations in respect of capital leases on assets subject to such leases, secure Vendor Financing Indebtedness permitted by Section 6.08(j) provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained cover only the assets acquired with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timeVendor Financing Indebtedness.

Limitation on Liens. The Company shall not, and Borrower shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its propertyProperty, whether now owned or hereafter acquired; provided, other than however, that the following ("Permitted shall be permitted Liens"):: (a) the Liens created by the Loan Documents and any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such datePermitted Liens; (b) any Lien created under any Loan DocumentLiens for taxes or assessments or other government charges or levies if not yet delinquent or if they are being contested in good faith by appropriate proceedings in accordance with Sections 8.04(b) and/or 8.06(b), if applicable; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or pledges (except to the extent that non-they would encumber any interest in any Project, any other asset which is collateral for the Loans or any interest in Borrower) to secure payment thereof is or performance bonds, guarantees, indemnities or other assurances in connection with the performance of tenant improvements required or permitted by Section 7.07, provided that no notice Approved Leases and Modifications of lien has been filed or recorded Approved Leases and bonds of the type permitted under the Codeclause (a) above and (d) below; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or Judgment and other similar Liens arising in (which shall be subordinate to 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, which proceedings have the effect of preventing the forfeiture or sale Liens of the property subject thereto; (eDeeds of Trust) Liens (other than any Lien imposed by ERISA) consisting in an aggregate amount not in excess of pledges or deposits required in the ordinary course of business $1,000,000 arising in connection with workers' compensationcourt proceedings, unemployment insurance and but only if the execution or other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed (or bonded over through the posting of a bond in accordance with a statutory bonding procedure the effect of which is to release such Lien from any Property of the Borrower and all such liens to limit the Lien claimant’s rights to recovery under the bond) and the claims secured thereby are being actively contested in the aggregate at any time outstanding good faith by appropriate proceedings and for the Company and its Subsidiaries do not exceed $5,000,000;which appropriate reserves have been established; and (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value Liens consisting of the property subject thereto or interfere with the ordinary conduct rights of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely lessor to the property (including proceeds thereof) so acquired covered by any equipment lease entered into in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leasescompliance with Section 9.04(d), provided that such capital leases are otherwise permitted hereunder; (k) Liens arising lien consists solely by virtue of any statutory or common law provision relating to banker's liens, such rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral respect to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timeleased property.

Limitation on Liens. The Company and the Parent shall not, and the ------------------- Parent shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):): --------------- (a) any Lien existing on property of the Company Parent or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on the date of such date------------- Schedule; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company Parent or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company Parent and its Subsidiaries do not exceed $5,000,00010,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company Parent and its Subsidiaries; (i) Liens on assets of corporations which become Subsidiaries after the date of this Agreement, provided that (i) such Liens existed at the time the -------- respective corporations became Subsidiaries and were not created in anticipation thereof, and (ii) any such Liens attach only to assets other than accounts receivable or inventory; (j) purchase money security interests on any property acquired or held by the Company Parent or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property -------- concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (jk) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (kl) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a -------- dedicated cash collateral account and is not subject to restrictions against access by the Company Parent or any Subsidiary in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company Parent or any Subsidiary to provide collateral to the depository institution; (m) Liens consisting of pledges of cash collateral or government securities to secure on a ▇▇▇▇-to-market basis Permitted Swap Obligations only, provided that (i) the counterparty to any Swap Contract relating to such Permitted Swap Obligation is under a similar requirement to deliver similar collateral from time to time to the Parent or the Subsidiary party thereto on a ▇▇▇▇-to-market basis; and (ii) the aggregate value of such collateral so pledged by the Parent and the Subsidiaries together in favor of any counterparty does not at any time exceed $1,000,000; (n) Liens securing Indebtedness payable to the seller in connection with permitted Acquisitions after the date of this Agreement, provided that any -------- such Liens attach only to assets (other than accounts receivable or inventory) acquired in such Acquisition; and (lo) any other Liens if the aggregate amount of arising from security deposits and prepaid obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timeconnection with operating leases.

Limitation on Liens. The Company Companies shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company Companies or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company Companies or its any of their Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company Companies and its their Subsidiaries; (h) Liens on assets of corporations which become Subsidiaries after the date of this Agreement, provided, however, that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof; (i) purchase money security interests on any property acquired or held by the Company Companies or its Subsidiaries any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed $ 75,000,000; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by either of the Company Companies in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by either of the Company Companies or any Subsidiary to provide collateral to the depository institution; and (l) any other Other Liens if on property, provided that the sum of the aggregate amount of obligations of the Company or any of its Subsidiaries that is Indebtedness secured by such Liens does (exclusive of Indebtedness secured by Liens permitted by clauses (a) through (k) hereof) shall not exceed $30,000,000 in the aggregate an amount equal to 5% of Consolidated Tangible Net Worth as shown on St. Jude's consolidated balance sheet for its most recent prior fiscal quarter. For purposes of this subsection (l), "Consolidated Tangible Net Worth" means at any timedate the sum of (a) the consolidated stockholders' equity of St. Jude and its consolidated Subsidiaries less (b) their consolidated Intangible Assets, all determined as of such date. For purposes of the foregoing definition, "Intangible Assets" means the amount (to the extent reflected in determining such consolidated stockholders' equity) of all unamortized debt discount and expense, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, organization or development expenses and other intangible items.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Specified Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("“Permitted Liens"”): (a) any Lien existing on property of the Company or any Specified Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date8.01; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent for more than 60 days or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, ; provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business which (such as Liens of carriers, warehousemen, mechanics, landlords, materialmen, repairmen and similar Liens imposed by law) and that are not delinquent for more than 90 days or remain payable without penalty or which that are being contested in good faith and by appropriate proceedingsaction, which proceedings have action has the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required incurred in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance compensation and other types of social security legislationsecurity; (f) Liens on the property of the Company or its Subsidiaries any Specified Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety surety, performance and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any time.

Limitation on Liens. The Company Guarantor shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company Guarantor or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.1 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.7, provided that no notice of lien has been filed or recorded under the Code; (d) Liens on 12b-1 Assets which have been sold; (e) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject theretopenalty; (ef) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company Guarantor and its Subsidiaries do not exceed $5,000,00010,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company Guarantor and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, securities intermediary's liens, rights of set-off or similar rights and remedies as to deposit accounts, securities accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account dedicated (j) Liens on real property and is related assets of the Guarantor granted to any home loan bank, provided that the aggregate amount of Indebtedness secured by all such Liens, when taken together with the aggregate amount of Indebtedness secured by Liens permitted by clause (k) of this Section 7.1 shall not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or exceed $100,000,000 at any Subsidiary to provide collateral to the depository institutionone time outstanding; and (lk) any other additional Liens if the aggregate amount securing Indebtedness not in excess of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate 10,000,000 at any timetime outstanding.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its propertyProperty, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):following: (a) any Lien existing on property the Property of the Company or any Subsidiary its Subsidiaries on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, 6.06; provided that no notice Notice of lien Lien has been filed or recorded under the Code; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or other similar Liens arising in the ordinary course Ordinary Course of business Business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property Property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course Ordinary Course of business Business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; (f) Liens on the property Property of the Company or any of its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, leases and statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; , in each case, incurred in the ordinary course Ordinary Course of business, Business; provided that all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, ; provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000100,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course Ordinary Course of business Business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property Property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) Liens on assets of Persons which become Subsidiaries after the date of this Agreement; provided, however, that such Liens existed at the time the respective Persons became Subsidiaries and were not created in anticipation thereof; (j) purchase money security interests on any property Property acquired or held by the Company or its Subsidiaries in the ordinary course Ordinary Course of business, Business securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertyProperty; provided that (i) any such Lien attaches to such property Property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) Property so acquired in such transaction, transaction and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunderProperty; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRBFederal Reserve Board, and (ii) such deposit account is not intended by the Company or any Subsidiary of its Subsidiaries to provide collateral to the depository institution; and; (l) any other Liens if on Property (including Liens in excess of the amounts permitted by clauses (a) through (k) hereof); provided that the sum of the aggregate amount of obligations of the Company or any of its Subsidiaries that is Indebtedness secured by such other Liens does (exclusive of Indebtedness secured by Liens permitted by clauses (a) through (k) hereof) shall not exceed $30,000,000 in an amount equal to five percent (5%) of the aggregate at Company’s total assets as shown on its consolidated balance sheet for its most recent prior fiscal quarter; provided, however, that for purposes of this Section 7.01, the term “Property” shall exclude the Company’s common and cumulative preference stock, short and long-term marketable securities and options or other financial derivative instruments related to any timeof the foregoing.

Limitation on Liens. The Company and each Guarantor shall not, and shall not suffer or permit any Subsidiary of its respective Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its propertyProperty, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):following: (a) any Lien existing on property Property of the Company or any Subsidiary on the Closing Date and as set forth in Schedule 8.01 securing 8.1 and any modifications, replacements, renewals or extensions thereof; provided, however, that (i) the Lien does not extend to any additional Property other than (A) after-acquired Property that is affixed or incorporated into the Property covered by such Lien or financed by Indebtedness outstanding on permitted under Section 8.5, and (B) proceeds and products thereof and (ii) the modification, replacement, renewal, extension or refinancing of the obligations secured or benefited by such dateLiens (if such obligations constitute Indebtedness) is permitted by Section 8.5; (b) any Lien created under any Loan Document; (c) Liens for taxesTaxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-non payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code7.7; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business (whether by law or by contract) which (i) are not delinquent or delinquent, (ii) remain payable without penalty or which penalty, (iii) are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property Property subject theretothereto or (iv) the failure of which to pay could not reasonably be expected to have a Material Adverse Effect; (e) Liens (other than any Lien imposed by ERISA) consisting of (i) pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (ii) pledges and deposits in the ordinary course of business not exceeding $625,000 in the aggregate securing insurance premiums or reimbursement obligations under insurance policies, in each case payable to insurance carriers that provide insurance to the Company or any of its Subsidiaries; or (iii) obligations in respect of letters of credit or bank guarantees that have been posted by the Company or any of its Subsidiaries to support the payments of the items set forth in clauses (i) and (ii) of this Section 8.1(e); (f) easements, rights of way, restrictions, defects or other exceptions to title and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not material in amount, are not incurred to secure Indebtedness, and which do not in any case materially detract from the value of the Property subject thereto or interfere with the ordinary conduct of the businesses of the Company, the Guarantors and their respective Subsidiaries; (g) Liens on the property Property of the Company Company, any Guarantor or its Subsidiaries any Subsidiary of such Person securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, leases or statutory obligations, (ii) contingent obligations Contingent Obligations on surety surety, performance and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institutioninstitution or under any deposit account agreement entered into in the ordinary course of business; provided provided, however, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company, (ii) the Company in excess (or applicable Subsidiary) maintains (subject to such right of those set forth by regulations promulgated by the FRBoff) dominion and control over such account(s), and (iiiii) such deposit account is not intended by the Company Company, any Guarantor or any Subsidiary to provide cash collateral to the depository institution; (i) Oil and Gas Liens to secure obligations which are not delinquent and which do not in any case materially detract from the value of the Oil and Gas Property subject thereto; (j) Liens on the Collateral securing the First Lien Obligations; andprovided, however, that such Liens are subject to the Intercreditor Agreement; (k) Liens on Property of Exempt Subsidiaries securing Non-Recourse Debt permitted to be incurred under Section 8.5(d); (l) Liens securing judgments for the payment of money not constituting an Event of Default; (m) Liens securing purchase money Indebtedness and Capitalized Leases permitted hereunder; provided, however, that such Liens do not at any time encumber any Property other Liens if than the aggregate amount Property (including after-acquired Property) financed by such Indebtedness and the proceeds and the products thereof and accessions thereto; and provided further, however, that individual financings of obligations assets provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (n) (i) leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business which do not (A) interfere in any material respect with the business of the Company or any of its Subsidiaries or (B) secure any Indebtedness for borrowed money or (ii) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company or any of its Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof; (o) Liens (i) in favor of the seller of any Property to be acquired in an investment permitted pursuant to Sections 8.4 to be applied against the purchase price for such investment, (ii) consisting of an agreement to Dispose of any Property in a Disposition permitted under Section 8.2, in each case, solely to the extent such investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien and (iii) ▇▇▇▇▇▇▇ money deposits made by the Company or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (p) Liens existing on the Property of any Person that becomes a Subsidiary, in each case after the date hereof (other than Liens on the Capital Stock of any Person that becomes a Subsidiary) and any modifications, replacements, renewals or extensions thereof; provided, however, that (i) such Lien does not extend to or cover any other Property (other than the proceeds or products thereof and after-acquired Property subjected to a Lien pursuant to terms existing at the time of such acquisition, it being understood that such requirement shall not be permitted to apply to any Property to which such requirement would not have applied but for such acquisition), and (ii) the Indebtedness secured thereby (or, as applicable, any modifications, replacements, renewals or extensions thereof) is permitted under Section 8.5; (q) Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Company or any of its Subsidiaries in the ordinary course of business; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any of its Subsidiaries in the ordinary course of business not prohibited by this Agreement; (s) Permitted Encumbrances (as defined in the Mortgages); (t) Liens in favor of the Company securing investments permitted under Section 8.4(i); or (u) other Liens securing Indebtedness or other obligations (other than First Liens) outstanding in an aggregate principal amount not to exceed the lesser of: (i) the difference between $12,500,000 minus the aggregate principal amount then outstanding of all Indebtedness secured by such Liens does not exceed permitted under Section 8.1(m) and Section 8.1(p) and (ii) $30,000,000 in the aggregate at any time6,250,000.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary other member of the Company Group to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its propertyproperty or assets, whether now owned or hereafter acquired, or offer or agree to do so, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth securing Indebtedness identified in Schedule 8.01 securing Indebtedness outstanding on such date2 hereto; (b) any Lien in favor of the Purchaser created under any Loan Note Purchase Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to unless the extent that non-payment thereof is permitted same are being contested in good faith by Section 7.07appropriate proceedings and adequate reserves in accordance with GAAP are maintained, provided that no notice Notice of lien Lien has been filed or recorded under the Coderecorded; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business which do not secure Indebtedness and are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject theretopenalty; (e) Liens (other than any Lien imposed by ERISA) consisting on the property of any member of the Company Group incurred, or pledges or deposits required in the ordinary course of business required, in connection with workers' workmen's compensation, unemployment insurance and other social security legislation; (f) Liens on the property of any member of the Company or its Subsidiaries Group securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, and (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, nature incurred in the ordinary course of businessbusiness which do not secure Indebtedness, provided that all such Liens in the aggregate would could not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries;Group; and (ih) purchase money security interests Liens on any property acquired or held by asset which is the Company or its Subsidiaries in the ordinary course subject of business, a capital lease securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; asset, provided that (ix) any such Lien attaches to such property concurrently with or within 20 30 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iiiy) the sum of the aggregate principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is Indebtedness secured by such Liens does shall not exceed $30,000,000 in the aggregate at any time200,000.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary such Person on the Closing Date and set forth in Schedule 8.01 inSchedule 8.1 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.077.7, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries such Person securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in which do not impose material financial obligations on the aggregate, are not substantial in amountCompany or any of its Subsidiaries, and which do not in any case materially detract from the value of the property a material asset subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiariessuch Person; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries such Person in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 85% (or 100% in the case of capital leases) of the cost of such property, and (iv) the aggregate outstanding principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed $25,000,000; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary of its Subsidiaries to provide collateral to the depository institution; (l) Liens securing Contingent Obligations permitted under subsection 8.9(d); and (lm) any other Liens if the aggregate amount that secure claims or Indebtedness of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed less than $30,000,000 1,000,000 in the aggregate at any timeand that exist no more than 10 days before being released or terminated.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):): 27 (a) any Any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.07, provided that no notice of lien has been filed or recorded under the Code; (dc) carriersCarriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (ed) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (fe) Liens on the property of the Company or its Subsidiaries Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (gf) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,0003,000,000; (hg) easementsEasements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries;. (ih) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does additional Liens not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is hereunder which secure Indebtedness permitted under Section 7.05 not a dedicated cash collateral account and is not subject to restrictions against access by the Company exceeding $2,500,000 in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timetime outstanding.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("“Permitted Liens"”): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.01 or shown as a liability on the Company’s consolidated financial statements as of March 31, 2005 securing Indebtedness outstanding on such date, provided that the aggregate amount of all such Indebtedness secured by all such Liens does not exceed $10,000,000; (b) any Lien created under any Loan Document or under any “Loan Document” as defined in the 2004 5-Year Credit Agreement; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or any of its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any time.

Limitation on Liens. The Company No Borrower shall, or shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company any Borrower or any Subsidiary on the Closing Date and set forth in Schedule 8.01 8.1 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.077.7, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company any Borrower or its Subsidiaries any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company Borrowers and its their Subsidiaries do not exceed $5,000,000500,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company Borrowers and its their Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company Borrowers or its their Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iiiii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iii) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed, together with Indebtedness permitted under subsection 8.6(e), $500,000; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to bankerLender's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that that, except for deposits serving as cash collateral for Letters of Credit, (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company Borrower in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company any Borrower or any Subsidiary to provide collateral to the depository institution; and; (l) Liens on any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timeproperty securing Indebtedness permitted to be incurred pursuant to subsections 8.6(d) and (g).

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 8.1(a) securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.077.7, provided that no notice of lien (other than routine real estate tax liens not in default) in excess of $2,000,000 has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,00010,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) Liens on assets of corporations which become Subsidiaries after the date of this Agreement, provided, however, that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof; (j) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of businessSubsidiaries, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (jk) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (kl) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; (m) Liens consisting of pledges of cash collateral or government securities to secure on a mark-▇▇-market basis Permitted Swap Obligations only, provided that (i) the counterparty to any Swap Contract relating to such Permitted Swap Obligation is under a similar requirement to deliver similar collateral from time to time to the Company or the Subsidiary party thereto on a mark-▇▇-market basis; and (ii) the aggregate value of such collateral so pledged by the Company and the Subsidiaries together in favor of any counterparty does not at any time exceed $10,000,000; (n) Liens on up to $200,000,000 of cash equivalents securing Off-Balance Sheet Lease Obligations pursuant to the Off-Balance Sheet Lease Facility, provided, however, that (i) the Off-Balance Sheet Lease Facility, has been consented to by all Banks; (ii) so long as such Off-Balance Sheet Lease Obligations are outstanding, the Company's unencumbered cash balances shall exceed $100,000,000 and (iii) immediately before and after giving effect to the grant of such Liens, no Default or Event of Default shall exist; and (lo) any other Liens if on fixed assets (i.e. property, plant and equipment) acquired after the date hereof by the Borrower or its Subsidiaries; provided that, the aggregate principal amount of obligations Indebtedness secured by all such Liens shall not at any one time exceed 20% of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any time.Company's Consolidated Tangible Net Worth;

Limitation on Liens. The Company Borrower shall not, and nor shall not suffer or it permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its their respective property, whether now owned or hereafter acquired, other than the following ("“Permitted Liens"”): (a) any Lien existing on property of the Company Borrower or any Subsidiary on the Closing Effective Date and set forth in Schedule 8.01 7.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company Borrower or any of its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent non‑delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-wayrights‑of‑way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company Borrower and its Subsidiaries; (ih) purchase money security interests Liens on any property acquired or held by of a Person subject to an Acquisition existing at the Company or its Subsidiaries in the ordinary course time of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that Acquisition; (i) any such Lien attaches to such Liens existing on the Effective Date on property concurrently with of one or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost more Subsidiaries securing Indebtedness of such propertySubsidiaries; (j) Liens securing on Receivables, lease receivables and other obligations in respect of capital leases on assets subject owing to the Borrower or any domestic Wholly-Owned Subsidiary to the extent such leasesReceivables, provided that such capital leases are otherwise lease receivables and other obligations have been sold under a Receivables Purchase Facility permitted hereunderunder Section 7.02(d); (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's ’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company Borrower in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company Borrower or any Subsidiary to provide collateral to the depository institution; and (l) Liens not otherwise permitted hereunder on any other Liens if property securing Indebtedness; provided that the aggregate amount of obligations of the Company or any of its Subsidiaries that is Indebtedness so secured by such Liens does together with Indebtedness permitted to be secured pursuant to Section 7.01(a) above shall not exceed $30,000,000 in the aggregate at any timetime outstanding 10% of the consolidated total tangible assets (balance sheet total assets less goodwill and intangibles) of the Borrower and its Subsidiaries determined as of the end of the most recently ended fiscal quarter of the Borrower.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("“Permitted Liens"”): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 8.2 securing Indebtedness outstanding on such date, and any extension, renewal or replacement of any such Lien so long as the principal amount secured thereby is not increased and the scope of the property subject to such Lien is not extended; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.077.7, provided that no notice of lien has been filed or recorded under the CodeCode or any other Requirement of Law; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety bonds (excluding appeal bonds and appeal bonds, other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature; in each case, case incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liensliens and liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,00010,000,000 unless, in the case of judgment and judicial attachment liens, the enforcement of such liens is effectively stayed; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 90 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed $10,000,000; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's ’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; (l) Liens arising in connection with Securitization Transactions; provided that the aggregate investment or claim held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Securitization Transactions shall not exceed $25,000,000; and (lm) any other Liens if the aggregate amount of obligations of the Company or securing Indebtedness not at any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 time exceeding in the aggregate at any time$20,000,000.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted LiensPERMITTED LIENS"): (a) any Lien (other than as described in SECTION 8.01(m)) existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule SCHEDULE 8.01 securing Indebtedness outstanding on such datedate and described therein (other than Indebtedness in a principal amount not exceeding $50,000 in the aggregate, it being understood and agreed that any such Lien shall be permitted to exist pursuant to this clause (a) notwithstanding the absence thereof on SCHEDULE 8.01); (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000250,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) Liens on assets of corporations which become Subsidiaries after the date of this Agreement, PROVIDED, HOWEVER, that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof and do not in the aggregate at any time outstanding exceed $2,000,000; (j) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that PROVIDED THAT (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, transaction and (iii) the principal amount of the debt Indebtedness secured thereby does by any and all such purchase money security interests shall not exceed 100% of the cost of such propertyat any time exceed, together with Indebtedness permitted under Section 8.05(d), $2,000,000; (jk) Liens securing obligations in respect of capital leases Capital Lease Obligations on assets subject to such leasesCapital Leases, provided that such capital leases Capital Leases are otherwise permitted hereunderunder Section 8.10(c); (kl) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that PROVIDED THAT (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; (m) Liens consisting of pledges of cash collateral or government securities to secure on a mark-▇▇-market basis Permitted Swap Obligations only, provided that (i) the counterparty to any Swap Contract relating to such Permitted Swap Obligations is under a similar requirement to deliver similar collateral from time to time to the Company or the Subsidiary party thereto on a mark-▇▇-market basis, and (ii) the aggregate value of such collateral so pledged by the Company and the Subsidiaries together in favor of any counterparty does not at any time exceed $1,000,000; (n) Liens consisting of deposits made by any Insurance Subsidiary with the insurance regulatory authority in its jurisdiction of formation or as otherwise required by a Governmental Authority pursuant to applicable insurance laws, or other statutory Liens or Liens or claims imposed or required by applicable insurance law or regulation against the assets of such Insurance Subsidiary, in each case in favor of all policyholders of such Insurance Subsidiary and in the ordinary course of such Insurance Subsidiary's business; (o) Liens incurred in the ordinary course of business of an Insurance Subsidiary with respect to reinsurance transactions or any premium trust account or similar account; and (lp) any other Liens if comprised of cash or Cash Equivalents with respect to the aggregate amount Company's reimbursement obligations under Existing Letters of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timeCredit.

Limitation on Liens. The (a) Except as set forth in Section 5.8(b) below, the Company shall will not, and shall will not suffer or permit any Subsidiary to, directly create or indirectly, make, create, incur, assume or suffer to be incurred or to exist, any Lien on its or their property or assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, or transfer any property for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire, or permit any Subsidiary to acquire, any property or assets upon conditional sales agreements or other title retention devices, except: (i) Liens for taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided payment thereof is not at the time required by Section 5.3; (ii) Liens of or resulting from any judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the Company or a Subsidiary shall at any time in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured; (iii) Liens incidental to the conduct of business or the ownership of properties and assets (including Liens in connection with worker's compensation, unemployment insurance and other like laws, warehousemen's and attorneys' liens and statutory landlords' liens) and Liens to secure the performance of bids, tenders or trade contracts, or to secure statutory obligations, surety or appeal bonds or other Liens of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money; provided in each case, the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings; (iv) minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, which are necessary for the conduct of the activities of the Company and its Subsidiaries or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair the operation of the business of the Company and its Subsidiaries, taken as a whole; (v) Liens securing Indebtedness of a Subsidiary to the Company or to another Subsidiary; (vi) Liens existing as of September 30, 1997 and reflected in Schedule II hereto; (vii) Liens incurred after the Closing Date given to secure the payment of the purchase price incurred in connection with the acquisition of fixed assets useful and intended to be used in carrying on the business of the Company or a Subsidiary, including Liens existing on such fixed assets (1) at the time of acquisition thereof or (2) at the time of acquisition by the Company or a Subsidiary of any business entity then owning such fixed assets (in the event of any such acquisition of a business entity as used in this paragraph (vii), the term "fixed assets" shall mean and include any assets of such business entity), whether or not such existing Liens were given to secure the payment of the purchase price of the fixed assets to which they attach so long as they were not incurred, extended or renewed in contemplation of such acquisition, provided that (x) the Lien shall attach solely to the fixed assets acquired or purchased, (y) at the time of acquisition of such fixed assets, the aggregate amount remaining unpaid on all Debt secured by Liens on such fixed assets whether or not assumed by the Company or a Subsidiary shall not exceed an amount equal to 90% (or 100% in the case of Capitalized Leases) of the lesser of the total purchase price or fair market value at the time of acquisition of such fixed assets (as determined in good faith by the (A) President or Executive Vice President of the Company, or (B) by the Board of Directors of the Company, or (C) if the fixed assets are being acquired by a Subsidiary, by the Board of Directors of the Subsidiary), and (z) all such Debt shall have been permitted under the limitations provided in Section 5.6; (viii) in the event of a consolidation or merger of the Company in compliance with Section 5.10(a)(2) where the surviving corporation is not the Company (the surviving corporation being the "Acquiring Corporation"), Liens existing on the assets of the Acquiring Corporation and its subsidiaries at the time of the consolidation or merger, as the case may be, so long as (A) any Debt secured by such Liens was not incurred in connection with or in contemplation of such consolidation or merger, and (B) all such Debt is permitted under the limitations provided in Section 5.6(a); (ix) Liens on assets constituting part or all of the project in a project financing of the Company or a Subsidiary; provided, that (x) any Debt incurred to finance any such project shall be nonrecourse to the Company and its Subsidiaries (other than a Subsidiary all the assets of which constitute assets relating to such project) with recourse being limited to the assets which constitute the project, and (y) immediately after giving effect to any such project financing, no Default or Event of Default shall have occurred which shall then be continuing; (x) any extension, renewal or replacement of any Lien permitted by the preceding paragraphs (vi), (vii) and (viii) of this Section 5.8(a) in respect of the same property theretofore subject to such Lien in connection with the extension, renewal or replacement of the Debt secured thereby; provided that (1) such Lien shall attach solely to the same such property, (2) such extension, renewal or replacement of such Debt shall be without increase in the principal remaining unpaid as of the date of such extension, renewal or replacement, and (3) the Debt secured by such Lien shall have been permitted under the limitations provided in Section 5.6; and (xi) Liens in addition to those set forth in paragraphs (i) through (x) of this Section 5.8(a), securing Debt of the Company or any Subsidiary, provided, that any such Debt shall have been permitted under the applicable limitations provided in Section 5.6. (b) If the Company or any Subsidiary shall create or assume any Lien upon or with respect to any part of its propertyproperty or assets, whether now owned or hereafter acquired, other than Liens permitted by the following ("Permitted Liens"): (aprovisions of Section 5.8(a) above, it will make or cause to be made effective provision whereby the Notes will be secured by such Lien equally and ratably with or prior to any Lien existing on property and all other Indebtedness thereby secured so long as any such other Indebtedness shall be so secured and delivers to the holders of the Notes an opinion of counsel that the Notes are so secured. In the event the Company or any Subsidiary on shall propose to secure the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxesNotes pursuant to this Section 5.8(b), fees, assessments the mortgage or other governmental charges which are not delinquent or remain payable instrument creating such Lien shall be satisfactory in form and substance (including without penalty, or limitation the portion thereof pertaining to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice release of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's collateral secured thereby and the application of the proceeds from the sale or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement disposition of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (hcollateral) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired holders of not less than 66-2/3% in such transaction, and (iii) the aggregate principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timeNotes then outstanding.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("“Permitted Liens"”): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such dateDate; (b) any Lien created under any Loan DocumentDocument including, without limitation, any Lien on assets of the Company or the Borrower representing Cash Collateral; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security security, old age, pension or similar legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,0001,000,000; (h) easements, rights-of-way, zoning restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring acquiring, constructing or improving such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 one hundred eighty (180) days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired acquired, constructed or improved in such transaction, transaction and proceeds thereof and accessions thereto and (iii) the aggregate outstanding principal amount of the debt Indebtedness secured thereby does by all such purchase money security interests shall not at any time exceed 100% of the cost of such property$10,000,000; (j) Liens securing obligations in respect of capital leases Capital Lease Obligations on assets subject to such leasesCapital Leases, provided that the attributable principal portion of such capital leases are otherwise permitted hereunderCapital Lease Obligations secured by all such Capital Leases shall not at any time exceed $10,000,000; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's ’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or the Borrower in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; (l) Liens on assets of Persons which become Subsidiaries after the date of this Agreement, provided, however, that (x) such Liens existed at the time the respective Persons became Subsidiaries and were not created in anticipation thereof, (y) such Liens attach only to equipment and real property of such Subsidiary and proceeds thereof and (z) the aggregate outstanding principal amount of Indebtedness secured by all such Liens shall not at any time exceed an aggregate principal amount equal to $15,000,000; and (lm) Liens consisting of pledges of cash collateral or government securities to secure on a ▇▇▇▇-to-market basis Permitted Swap Obligations only, provided that the aggregate value of such collateral so pledged by the Company and the Subsidiaries together in favor of any counterparty does not at any time exceed $1,000,000. In addition, neither the Company nor any of its Subsidiaries (other than any Excluded Subsidiary which is prohibited by Requirement of Law from pledging its assets to secure indebtedness) shall become a party to any agreement, note, indenture or other instrument, or take any other Liens if action, which would prohibit the aggregate amount creation of obligations a first priority Lien on any of its properties or other assets in favor of the Agent for the benefit of the Lenders (including, without limitation, any agreement containing an equal and ratable clause, unless such clause is not applicable with respect to the granting of a first priority lien on the properties and other assets in favor of the Agent for the benefit of the Lenders), except with respect to (i) specific equipment secured by Indebtedness or Capital Leases permitted under Sections 8.01(i), (j) or (l), or (ii) software licenses or similar contracts which constitute property or assets of the Company or any of its Subsidiaries that is secured which by the express terms thereof prohibit the creation of a first priority Lien in favor of any Person on such Liens does not exceed $30,000,000 in the aggregate at any timesoftware licenses or similar contracts.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, ; provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business which are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of businessbusiness and treating as non-delinquent any delinquency which is being contested in good faith and by appropriate proceedings, provided all such Liens in which proceedings have the aggregate would not (even if enforced) cause a Material Adverse Effecteffect of preventing the forfeiture or sale of the property subject thereto; (g) Liens consisting of judgment or judicial attachment liens, provided liens with respect to judgments that the enforcement do not constitute an Event of such Liens is effectively stayed Default and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,00010,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests Liens on any property acquired or held by the Company or its assets of corporations which become Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition date of this Agreement; provided, however, that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and; (k) Liens securing reimbursement obligations incurred in the ordinary course of business for letters of credit, which Liens encumber only goods, or documents of title covering goods, which are purchased in transactions for which such letters of credit are issued; (l) any extension, renewal or substitution of or for any of the foregoing Liens; provided that (i) the Indebtedness or other obligation or liability secured by the applicable Lien shall not exceed the Indebtedness or other obligation or liability existing immediately prior to such extension, renewal or substitution and (ii) the Lien securing such Indebtedness or other obligation or liability shall be limited to the property which, immediately prior to such extension, renewal or substitution, secured such Indebtedness or other obligation or liability; (m) other Liens if the aggregate (other than pursuant to subsection 8.01(n)) securing Indebtedness or other obligations not at any time exceeding an amount equal to $20,000,000; and (n) Liens on assets of obligations of the Company or any of its Subsidiaries that is secured an Emerging Market Subsidiary securing Indebtedness incurred by such Liens does not exceed $30,000,000 in the aggregate at any timeEmerging Market Subsidiary.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Effective Date and set forth in Schedule 8.01 8.2 securing Indebtedness outstanding on such date, and any extension, renewal or replacement of any such Lien so long as the principal amount secured thereby is not increased and the scope of the property subject to such Lien is not extended; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.077.7, provided that no notice of lien has been filed or recorded under the CodeCode or any other Requirement of Law; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety bonds (excluding appeal bonds and appeal bonds, other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature; in each case, case incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liensliens and liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its 51 Subsidiaries do not exceed $5,000,000U.S.$5,000,000 unless, in the case of judgment and judicial attachment liens, the enforcement of such liens is effectively stayed; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 90 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed U.S.$5,000,000; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; (l) Liens arising in connection with Securitization Transactions; provided that the aggregate investment or claim held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Securitization Transactions shall not exceed U.S.$25,000,000; and (lm) any other Liens if the aggregate amount of obligations of the Company or securing Indebtedness not at any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 time exceeding in the aggregate at any timeU.S.$10,000,000.

Limitation on Liens. The Company shall notBorrower will not incur, create, assume, or permit to exist, and shall will not suffer or permit any Subsidiary to, directly or indirectly, maketo incur, create, incurassume, assume or suffer permit to exist exist, any Lien upon or with respect to any part of its property, assets, or revenues, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):except: (a) any Lien existing on property of the Company or any Subsidiary A. Liens disclosed on the Closing Date and set forth in Disclosure Schedule 8.01 securing Indebtedness outstanding on such datehereto; (b) any Lien created under any Loan DocumentB. Liens in favor of Lender; (c) C. Liens for taxes, feesassessments, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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 proceedings adequate reserves have the effect of preventing the forfeiture or sale of the property subject theretobeen established; (e) D. Liens (of mechanics, materialmen, warehousemen, carriers, or other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance similar statutory Liens securing obligations that are not yet due and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, are incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; E. Liens resulting from good faith deposits to secure payments of workmen's compensation or other social security programs or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, or contracts (g) Liens consisting other than for payment of judgment Debt), or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred leases made in the ordinary course of business which, business; and F. Purchase money Liens on specific property to secure Debt used to acquire such property to the extent permitted in the aggregate, are not substantial Section 7.1.D. G. Purchase money liens upon or in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company Borrower or any of its Subsidiaries in the ordinary course of business, securing Indebtedness business to secure the purchase price of such property or to secure Debt incurred or assumed for the purpose of financing all the acquisition, construction or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost improvement of such property, or Liens existing on any such property at the time of or within one year of its acquisition or the completion of the construction or improvement thereof, provided, however, that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved; (j) H. Liens securing obligations arising in respect of capital leases on assets connection with Capitalized Lease Obligations; provided, however, that no such Liens shall extend to or cover any property other than the property subject to such leases, provided that such capital leases are otherwise permitted hereunderCapitalized Lease Obligations; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any time.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.01 or shown as a liability on the Company's consolidated financial statements as of June 30, 2002 securing Indebtedness outstanding on such date, provided that the aggregate amount of all such Indebtedness secured by all such Liens does not exceed $10,000,000; (b) any Lien created under any Loan Document or under any "Loan Document" as defined in the Existing Credit Agreements; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or any of its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (h) Liens on (i) assets of corporations which become Subsidiaries after the date of this Agreement, provided, however, that such Liens existed at the time the respective corporations became Subsidiaries, and (ii) any assets prior to the acquisition thereof by the Company or any Subsidiary and not created in contemplation of such acquisition, provided, however, that such Liens do not encumber any other property or assets; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt Indebtedness secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institutioninstitution except in either case when such deposit accounts are established or required in the ordinary course of business and would not have a Material Adverse Effect; (l) Any extensions, renewals or replacements of the Liens permitted by clauses (a), (f), (h), (i) and (j) above; and (m) Notwithstanding the provisions of subsections 7.01(a) through (l) any other ), there shall be permitted Liens if on property (including Liens which would otherwise be in violation of such subsections), provided that the sum of the aggregate amount of obligations Indebtedness of the Company or any of and its Subsidiaries that is secured by such all Liens does permitted under this subsection (m), excluding the Liens permitted under subsections (a) through (l), shall not exceed $30,000,000 in an amount equal to 15% of the aggregate at any timeCompany's total consolidated assets as shown on its consolidated balance sheet for its most recent prior fiscal quarter.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted LiensPERMITTED LIENS"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Effective Date and set forth in Schedule 8.01 on SCHEDULE 8.1 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07SECTION 7.7, provided PROVIDED that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety bonds (iiexcluding appeal bonds and other bonds posted in connection with court proceedings or judgments) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; , in each case, incurred in the ordinary course of business, provided ; PROVIDED that all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liensLiens and Liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that the enforcement of such Liens is effectively stayed and all such liens Liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its SubsidiariesSubsidiaries taken as a whole; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided , PROVIDED that (i) any such Lien attaches to such property concurrently with or within 20 90 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt Indebtedness secured thereby does not exceed 100% of the cost of such propertyproperty and the principal amount of the Indebtedness secured by all such purchase money security interests shall not at any time exceed $8,000,000; (j) Liens securing obligations in respect of capital leases on assets and Synthetic Leases attaching only to the property subject to such leases, provided ; PROVIDED that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided , PROVIDED that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, FRB and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and; (l) extensions, renewals and replacements of Liens referred to in CLAUSES (A) through (K) above; PROVIDED that any other such extension, renewal or replacement Lien is limited to the property or assets covered by the Lien extended, renewed or replaced and does not secure any Indebtedness in addition to that secured immediately prior to such extension, renewal or replacement; (m) Liens if the aggregate amount relating to IRB Debt permitted by SUBSECTION 8.5(j) covering only those capital improvements financed by such IRB Debt; (n) Liens on property of obligations any Subsidiary in favor of the Company or any other Subsidiary, PROVIDED that any such Lien shall be subordinated to any Lien of the Administrative Agent on the applicable property pursuant to documentation in form and substance reasonably acceptable to the Administrative Agent; and (o) Liens securing other Indebtedness of the Company and its Subsidiaries not expressly permitted by CLAUSES (A) through (N) above; PROVIDED that is the aggregate amount of the Indebtedness secured by such Liens permitted pursuant to this CLAUSE (O) does not exceed $30,000,000 7,000,000 in the aggregate at any timeaggregate.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("“Permitted Liens"): ”): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.01 securing Indebtedness outstanding on such date; ; (b) any Lien created under any Loan Document; ; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.07, provided that no notice of lien has been filed or recorded under the Code; ; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or other similar Liens arising in the ordinary course of business which are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; ; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; legislation including pursuant to Section 8a of the German Old Age Employees Retirement Act (Altersteilzeitgesetz) or Section 7e of the Fourth Book of the German Social Code (Sozialgesetzbuch (SGB) – Viertes Buch (IV)); (f) Liens on the property of the Company or its Subsidiaries Subsidiary securing (i) the non-non- delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-non- 101 delinquent obligations of a like nature; in each case, incurred in the ordinary course of businessbusiness and treating as non-delinquent any delinquency which is being contested in good faith and by appropriate proceedings, provided all such Liens in which proceedings have the aggregate would not (even if enforced) cause a Material Adverse Effect; effect of preventing the forfeiture or sale of the property subject thereto; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement liens with respect to judgments which do not constitute an Event of such Liens is effectively stayed Default and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; 75,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; ; (i) Liens on assets of Persons which become Subsidiaries after the date of this Agreement, provided, however, that such Liens existed at the time the respective Persons became Subsidiaries and were not created in anticipation thereof and such liens do not extend to any other property of any Borrower (except proceeds of such property, and in the case of Liens on real estate or equipment, items which become fixtures on such real estate or are accessions to such equipment pursuant to the terms of the original agreement governing such Lien); (j) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 90 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transactiontransaction and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; , and (jiv) Liens securing obligations the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets as appearing in respect the latest balance sheet delivered pursuant to Section 6.01(a) or (b) (or, if prior to the delivery of capital leases on assets subject to any such leasesfinancial statements hereunder, provided that such capital leases are otherwise permitted hereunder; as of June 30, 2022); (k) Liens arising solely by virtue of any statutory or common law provision (including, Liens arising under the general terms and conditions of banks or savings banks (Allgemeine Geschäftsbedingungen der Banken oder Sparkassen)) relating to banker's ’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) Liens consisting of pledges of cash collateral or government securities, to secure on a mark-to-market basis Permitted Swap Obligations (including customary netting arrangements therein) only, provided that (i) the counterparty to any other Liens if the aggregate amount of obligations of Swap Contract relating to such Permitted Swap Obligations is under a similar requirement to deliver similar collateral from time to time to the Company or the Subsidiary party thereto on a mark-to-market basis; and (ii) the aggregate value of such collateral so pledged by the Company and the Subsidiaries together in favor of any of its Subsidiaries that is secured by such Liens counterparty does not at any time exceed $30,000,000 in the aggregate at any time.15,000,000;

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a1) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such datedate and any Lien associated with operating leases of the Company and any Subsidiary existing as of the Closing Date; (b2) any Lien created under any Loan Document; (c3) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d4) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e5) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f6) Liens on the property of the Company or its Subsidiaries Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g7) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) 8) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i9) Liens on assets of corporations which become Subsidiaries after the date of this Agreement, provided that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof and the principal amount of the obligations secured by such Liens does not exceed $10,000,000; (10) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed $10,000,000; (j11) Liens securing obligations in respect of capital leases and operating leases on assets subject to such leases, provided that such capital leases and operating leases are otherwise permitted hereunder;; and (k12) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any time.

Limitation on Liens. The Company shall will not, and shall will not suffer or permit any Consolidated Subsidiary to, directly create or indirectly, make, create, incur, assume or suffer to exist be incurred or to exist, any Lien upon on its or with respect to any part of its propertytheir property or assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, or transfer any property for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire any property or assets upon conditional sales agreements or other than the following ("Permitted Liens"):title retention devices, except: (a) any Lien existing on Liens for property taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided payment thereof is not at the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such datetime required by SECTION 5.3; (b) Liens of or resulting from any Lien created under judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the Company or a Consolidated Subsidiary shall at any Loan Documenttime in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or incidental to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course conduct of business which are not delinquent or remain payable without penalty or which are being contested in good faith the ownership of properties and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; assets (e) including Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' the making of loans to customers, worker's compensation, unemployment insurance and other social security legislation; (flike laws, warehousemen's and attorneys' liens and statutory landlords' liens) and Liens on to secure the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, tenders or trade contracts (other than for borrowed money)contracts, leases, or to secure statutory obligations, (ii) contingent obligations on surety and or appeal bonds, and (iii) bonds or other non-delinquent obligations Liens of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances general nature incurred in the ordinary course of business whichand not in connection with (i) the borrowing of money or (ii) obligations pursuant to ERISA, provided in each case, the aggregateobligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings; (d) minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, which are not substantial necessary for the conduct of the activities of the Company and its Consolidated Subsidiaries or which Allied Capital Corporation Note Agreement customarily exist on properties of corporations engaged in amount, similar activities and similarly situated and which do not in any case event materially detract from impair their use in the value operation of the property subject thereto or interfere with the ordinary conduct of the businesses business of the Company and its Consolidated Subsidiaries; (ie) Liens securing Indebtedness of a Consolidated Subsidiary to the Company or to another Wholly-owned Consolidated Subsidiary; (f) Liens incurred after the Closing Date given to secure the payment of the purchase money security interests price or cost of construction incurred in connection with the acquisition of, or improvements to, fixed assets useful and intended to be used in carrying on any property acquired the business of the Company or held a Consolidated Subsidiary, including Liens existing on such assets at the time of acquisition thereof or at the time of acquisition by the Company or its Subsidiaries in a Consolidated Subsidiary of any business entity then owning such assets, whether or not such existing Liens were given to secure the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part payment of the cost purchase price of acquiring the assets to which they attach so long as they were not incurred, extended or renewed in contemplation of such property; acquisition, provided that (i) any such the Lien attaches shall attach solely to such property concurrently with the assets acquired or within 20 days after the acquisition thereofpurchased, (ii) the Lien (other than Liens that are existing on such Lien attaches solely assets at the time of acquisition thereof and that are permitted as aforesaid) shall have been created or incurred within 180 days of the date of acquisition of such fixed assets, except in the case of construction or acquisition of improvements to real estate, the property land on which such improvements are located shall not be required to have been acquired within such 180 period; (including proceeds thereofiii) so acquired at the time of acquisition of such assets, the aggregate amount remaining unpaid on all Indebtedness secured by Liens on such assets whether or not assumed by the Company or a Consolidated Subsidiary shall not exceed an amount equal to 80% (or 100% in the case of Capitalized Leases) of the lesser of the total purchase price or fair market value at the time of acquisition of such transactionassets (as determined in good faith by the Board of Directors of the Company), and (iiiiv) all Indebtedness secured by such Liens shall be permitted hereunder; and (g) Liens securing Indebtedness (including Liens in existence on the Closing Date and securing the Indebtedness described on Annex B to Exhibit B) so long as the aggregate Indebtedness secured by all such Liens is permitted within the limitations of SECTIONS 5.7 AND 5.8. The Company will not, and will not permit any Consolidated Subsidiary to, directly or indirectly, create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property which secures Debt outstanding under the Bank Credit Agreement or the Existing Note Agreements, unless the Company makes, or causes to be made, effective provision whereby the Notes will be equally and ratably secured with any and all other obligations thereby secured; provided that such security is granted pursuant to an agreement reasonably satisfactory to the Holders of 51% or more of the principal amount of the debt secured thereby does not exceed 100% of Notes at the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any time.time outstanding. Allied Capital Corporation Note Agreement

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Second Restatement Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges (other than any Lien imposed by ERISA or in respect of environmental obligations) which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety Contingent Obligations in connection with performance bonds, Surety Bonds and appeal bonds, and (iii) other non-delinquent obligations of a like nature; , in each case, incurred in the ordinary course of business, ; provided that all such Liens in the aggregate would could not (even if taking into account the probable likelihood of their being enforced) reasonably be expected to cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and the obligations secured by all such liens Liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) Liens on assets of corporations which become Subsidiaries after the Second Restatement Date; provided, however, that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof and the obligations secured by all such Liens in the aggregate at any time outstanding do not exceed (i) $25,000,000, less (ii) amounts outstanding under paragraphs (j) and (p); (j) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of businessSubsidiaries, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transactiontransaction and other like assets in respect of which financing was provided by the same lender to the obligor of such Indebtedness, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed, together with Indebtedness permitted under subsection 8.05(d), (i) $25,000,000, less (ii) amounts outstanding under paragraphs (i) and (p); (jk) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (kl) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or any Subsidiary in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and; (lm) Liens on vehicles or related property securing obligations under any other Liens if Floor Plan Financing Facility incurred in the ordinary course of business; provided, that the aggregate principal amount of all obligations at any time outstanding under all Floor Plan Financing Facilities after giving effect to such incurrence does not exceed the total cost of the Company vehicles and equipment securing such obligations; (n) Liens on assets acquired with the proceeds of industrial revenue bonds securing Indebtedness incurred or any of its Subsidiaries assumed to acquire such property; provided, that is the obligations secured by such Liens does do not exceed $30,000,000 20,000,000 in the aggregate at any timetime outstanding for the Company and its Subsidiaries; (o) Liens upon assets of any Securitization Subsidiary relating to any Permitted Securitization; (p) Liens securing other obligations of the Company and its Subsidiaries not to exceed in the aggregate at any one time outstanding (i) $25,000,000 less (ii) amounts outstanding under paragraphs (i) and (j); and (q) Escrow rights of the Ministry of Defense of the United Kingdom relative to drawings and other related intellectual property related to the Company's contracts with such Ministry.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its propertyProperty, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property the Property of the Company or any Subsidiary its Subsidiaries on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date8.01; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice Notice of lien Lien has been filed or recorded under the Coderecorded; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's 's, laborers', suppliers', employees', or other similar Liens arising in the ordinary course Ordinary Course of business Business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property Property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course Ordinary Course of business Business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property Property of the Company or any of its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course Ordinary Course of businessBusiness, provided all such Liens in the aggregate would could not (even if enforced) reasonably be expected to cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens Liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,0001,000,000; (h) easements, reservations, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and or title defects affecting real Property which do not in any case the aggregate materially detract from the value of the property subject thereto or interfere with the use of such Property in the ordinary conduct of the businesses business of the Company and its Subsidiaries, taken as an entirety; (i) purchase Liens on assets or property of a Subsidiary of the Company existing at the time such assets or property (or such Subsidiary) were acquired by the Company or such Subsidiary and not incurred as a result of (or in connection with or in anticipation of) such acquisition; provided, that such Liens do not extend to or cover any property or assets of the Company or any of its Subsidiaries other than the property or assets so acquired or the property or assets of the Subsidiary so acquired. (j) Purchase money security interests on any property Property acquired or held by the Company or its Subsidiaries in the ordinary course Ordinary Course of businessBusiness, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertyProperty; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) Property so acquired in such transaction, and (iiiii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such propertyProperty, plus reasonable fees and expenses incurred in connection therewith, and (iii) the principal amount of the Indebtedness secured by any and all such purchase money security interests, together with Indebtedness permitted under subsection 8.06(f), shall not at any time exceed $5,000,000; (jk) Liens securing obligations in respect of capital leases Capital Lease Obligations on assets subject to such leasesCapital Leases, provided that such capital leases Capital Leases are otherwise permitted hereunderunder subsection 8.06(g); (kl) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRBFederal Reserve Board, and (ii) such deposit account is not intended by the Company or any Subsidiary of its Subsidiaries to provide collateral to the depository institution; and; (lm) leases and subleases and licenses and sublicenses of Property of the Company and its Subsidiaries where the Company or a Subsidiary of the Company is the lessor or licensor (or sublessor or sublicensor) which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the Company and its Subsidiaries, taken as a whole, but excluding any other sale-lease transaction; (n) Liens if securing or constituting Indebtedness which is incurred to refinance Indebtedness which has been secured by a Lien permitted under this Section 8.01 and which is permitted to be refinanced under Section 8.06; provided that such Liens do not extend to or cover any property or assets of the Company or any of its Subsidiaries not so refinanced; (o) Liens on insurance policies and the proceeds thereof, securing the financing of premiums owing by the Company or any Subsidiary with respect thereto, not to exceed $250,000 in aggregate principal amount outstanding at any time; (p) Liens in favor of customs and revenues authorities arising as a matter of law to secure any payment obligations of the Company and its Subsidiaries in respect of customs duties in connection with the importation of goods; (q) Liens securing the obligations of the Company or any of its Subsidiaries under documentary letters of credit permitted to be incurred under Section 8.06; provided that is secured such Liens shall attach only to the goods covered by such letters of credit, the corresponding documents and the proceeds thereof; (r) Liens does not exceed $30,000,000 arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any of its Subsidiaries in the aggregate at Ordinary Course of Business; (s) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, statutory obligations, surety, appeal, reclamation, performance or other similar bonds, leases (including landlord's Liens), contracts, and other similar obligations incurred in the Ordinary Course of Business (exclusive of obligations in respect of the payment for borrowed money); (t) Liens securing Indebtedness and Contingent Obligations of a Subsidiary of the Company incurred pursuant to and in compliance with clause (i) or (ii) of subsection 8.06(h); (u) Liens on funds and other property of employees of the Company or any timeof its Subsidiaries which funds and property are held and invested by the Company for the benefit of such employees for the purpose of deferred compensation; and (v) Liens in favor of the Trustee, the Paying Agent and the Registrar (each as defined in the Senior Note Indenture) pursuant to Section 7.7 of the Senior Note Indenture.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer permit to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("“Permitted Liens"”): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Effective Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, leases or statutory obligations, (ii) contingent obligations on Contingent Obligations in connection with performance bonds, surety bonds and appeal bonds, bonds and (iii) other non-delinquent obligations of a like nature; , in each case, incurred in the ordinary course of business, ; provided that all such Liens in the aggregate would could not (even if enforced) reasonably be expected to cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (jh) Liens securing obligations in respect of capital leases Capital Leases on assets subject to such leases, provided that such capital leases Capital Leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (li) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries securing Indebtedness that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timeone time outstanding the lesser of (x) 4% of Net Worth as set forth in the most recently delivered Compliance Certificate pursuant to Section 7.02(a) and (y) the maximum amount of such secured Indebtedness that, when aggregated with all other outstanding Priority Debt (within the meaning of the Note Agreement), would be permitted under the Note Agreement; provided that such Liens may not secure (A) the Note Agreement or (B) any other Indebtedness (excluding Capital Lease Obligations) to a bank, insurance company or other financial institution in excess of $20,000,000.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("“Permitted Liens"”): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such dateDate; (b) any Lien created under any Loan DocumentDocument including, without limitation, any Lien on assets of the Company representing Cash Collateral; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security security, old age, pension or similar legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,0001,000,000; (h) easements, rights-of-way, zoning restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring acquiring, constructing or improving such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 one hundred eighty (180) days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired acquired, constructed or improved in such transaction, transaction and proceeds thereof and accessions thereto and (iii) the aggregate outstanding principal amount of the debt Indebtedness secured thereby does by all such purchase money security interests (together with Indebtedness secured by Liens permitted by Sections 8.01(j)) shall not at any time exceed 100% of the cost of such property$5,000,000; (j) Liens securing obligations in respect of capital leases Capital Lease Obligations on assets subject to such leasesCapital Leases, provided that the attributable principal portion of such capital leases are otherwise Capital Lease Obligations secured by all such Capital Leases (together with Indebtedness with respect to Liens permitted hereunderby Sections 8.01(i)) shall not at any time exceed $5,000,000; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's ’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; (l) Liens on assets of Persons which become Subsidiaries after the date of this Agreement, provided, however, that (x) such Liens existed at the time the respective Persons became Subsidiaries and were not created in anticipation thereof, (y) such Liens attach only to equipment and real property of such Subsidiary and proceeds thereof and (z) the aggregate outstanding principal amount of Indebtedness secured by all such Liens shall not at any time exceed an aggregate principal amount equal to $15,000,000; and (lm) Liens consisting of pledges of cash collateral or government securities to secure on a ▇▇▇▇-to-market basis Permitted Swap Obligations only, provided that the aggregate value of such collateral so pledged by the Company and the Subsidiaries together in favor of any counterparty does not at any time exceed $1,000,000. In addition, neither the Company nor any of its Subsidiaries (other than any Excluded Subsidiary which is prohibited by Requirement of Law from pledging its assets to secure indebtedness) shall become a party to any agreement, note, indenture or other instrument, or take any other Liens if action, which would prohibit the aggregate amount creation of obligations a first priority Lien on any of its properties or other assets in favor of the Agent for the benefit of the Lenders (including, without limitation, any agreement containing an equal and ratable clause, unless such clause is not applicable with respect to the granting of a first priority lien on the properties and other assets in favor of the Agent for the benefit of the Lenders), except with respect to (i) specific equipment secured by Indebtedness or Capital Leases permitted under Sections 8.01(i), (j) or (l), (ii) software licenses or similar contracts which constitute property or assets of the Company or any of its Subsidiaries that is secured which by the express terms thereof prohibit the creation of a first priority Lien in favor of any Person on such Liens does not exceed $30,000,000 in software licenses or similar contracts or (iii) the aggregate at any timePrivate Placement Debt, to the extent permitted by the terms hereof.

Limitation on Liens. The Company Borrower shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted LiensPERMITTED LIENS"): (a) any Lien existing on property of the Company Borrower or any Subsidiary on the Original Closing Date and set forth in Schedule 8.01 SCHEDULE 7.1 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07SECTION 6.7, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company Borrower or its Subsidiaries Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company Borrower and its Subsidiaries do not exceed $5,000,000500,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company Borrower and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (kj) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that PROVIDED, THAT (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company Borrower or any Subsidiary to provide collateral to the depository institution; (k) deposits by the Subsidiaries of the Borrower which are required by applicable regulation or in the ordinary course of business; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 arising in the aggregate at ordinary course of business for sums being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP, or for sums not due, and in either case not involving any timedeposits or advances for borrowed money or the deferred purchase price of property or services.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("“Permitted Liens"”): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.01 or shown as a liability on the Company’s consolidated financial statements as of March 31, 2004 securing Indebtedness outstanding on such date, provided that the aggregate amount of all such Indebtedness secured by all such Liens does not exceed $10,000,000; (b) any Lien created under any Loan Document or under any “Loan Document” as defined in the Existing Credit Agreements; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or any of its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (h) Liens on (i) assets of corporations which become Subsidiaries after the date of this Agreement, provided, however, that such Liens existed at the time the respective corporations became Subsidiaries, and (ii) any assets prior to the acquisition thereof by the Company or any Subsidiary and not created in contemplation of such acquisition, provided, however, that such Liens do not encumber any other property or assets; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that providedthat (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt Indebtedness secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's ’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any time.collateral

Limitation on Liens. The Company JM shall not, and shall not suffer or permit any Subsidiary ------------------- of its Subsidiaries, including the Borrower, to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):): --------------- (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such datethe Closing Date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Codesubsection 7.7(a); (d) carriers', warehousemen's, mechanics', landlords', materialmenmaterialman's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of utility deposits or pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases (other than capital leases), statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided -------- that (i) no Event of Default exists under subsection 9.1(i) with respect to the judgment giving rise thereto, and (ii) no foreclosure or other enforcement of such Liens is proceedings have been commenced with respect thereto (unless effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000;stayed); ' (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company JM and its Subsidiaries, including the Borrower; (i) Liens on assets of Persons which become Subsidiaries or are merged into JM or a Subsidiary after the date of this Agreement, or on assets acquired by JM or any Subsidiary after the date of this Agreement; provided, however, that such Liens existed at the time the respective -------- -------- Persons became Subsidiaries or such assets were acquired and were not created in connection with such transaction; (j) purchase money security interests on any property acquired or held by the Company JM or its Subsidiaries in the ordinary course of businessSubsidiaries, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such property; provided that (i) any such Lien attaches -------- to such property concurrently with or within 20 90 days after the acquisition or completion of construction thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transactionor constructed, and (iii) the principal amount of the debt Indebtedness secured thereby does not exceed 100% of the cost of acquiring or constructing such property; (jk) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are -------- otherwise permitted hereunder; (kl) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit -------- ---- account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company JM or any Subsidiary in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary such Person to provide collateral to the depository institution; (m) Liens consisting of pledges of cash collateral, government securities or other marketable securities to secure Swap Contracts so long as the aggregate value of such collateral so pledged by JM and the Subsidiaries together in favour of any counterparties under such Swap Contracts does not at any time exceed $25,000,000 (U.S.); (n) Liens on any property or assets of a Subsidiary in favour of JM or a Subsidiary; (o) Liens in connection with leases or subleases in the ordinary course of business; (p) customary Liens in connection with documentary letters of credit, provided that such Liens are limited to the goods and documents -------- covered by such letters of credit and proceeds thereof; (q) the extension, renewal or replacement of any Lien permitted by subsections 8.1(a), (i), (j) and (k) in connection with the extension, renewal or refinancing of the Indebtedness secured thereby, provided -------- that any extension, modification or renewal Lien shall be limited to the property encumbered by the existing Lien and the principal amount of such Indebtedness being extended, renewed or refinanced does not increase; (r) Liens in connection with industrial development bonds or similar conduit financing to secure the related Indebtedness, so long as such Lien is limited to the assets of the related project; (s) Liens on Permitted Receivables (and any related property that would ordinarily be subjected to a Lien in connection with a Permitted Receivables Purchase Facility, such as proceeds of Permitted Receivables and records pertaining to Permitted Receivables) pursuant to Permitted Receivables Purchase Facilities permitted under Section 8.2(d); and (lt) any other consensual Liens if not otherwise permitted hereunder; provided that the -------- aggregate principal amount of obligations of the Company or any of its Subsidiaries that is Indebtedness secured by such Liens does shall not exceed $30,000,000 in 5% of Consolidated Total Assets measured as of the aggregate at any timelast day of the fiscal quarter immediately preceding the date on which such Indebtedness is incurred.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its propertyProperty, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):following: (a) any Lien existing on property the Property of the Company or any Subsidiary its Subsidiaries on the Closing Date and set forth in Schedule 8.01 7.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.06, provided that no notice Notice of lien Lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course Ordinary Course of business Business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property Property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course Ordinary Course of business Business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property Property of the Company or any of its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course Ordinary Course of businessBusiness, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,00010,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course Ordinary Course of business Business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property Property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) Liens on assets of corporations which become Subsidiaries after the date of this Agreement, PROVIDED, HOWEVER, that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof; (j) purchase money security interests on any property Property acquired or held by the Company or its Subsidiaries in the ordinary course Ordinary Course of business, Business securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertyProperty; provided that PROVIDED THAT (i) any such Lien attaches to such property Property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) Property so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; Property, and (jiv) Liens securing obligations in respect the principal amount of capital leases on assets subject to the Indebtedness secured by any and all such leases, provided that such capital leases are otherwise permitted hereunderpurchase money security interests shall not at any time exceed $50,000,000; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that PROVIDED THAT (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRBFederal Reserve Board, and (ii) such deposit account is not intended by the Company or any Subsidiary of its Subsidiaries to provide collateral to the depository institution; and; (l) any other Liens if on Property, PROVIDED that the sum of the aggregate amount of obligations of the Company or any of its Subsidiaries that is Indebtedness secured by such other Liens does (exclusive of Indebtedness secured by Liens permitted by clauses (a) through (k) hereof) shall not exceed $30,000,000 in an amount equal to five percent (5%) of the aggregate at Company's total assets as shown on its consolidated balance sheet for its most recent prior fiscal quarter; PROVIDED, HOWEVER, that for purposes of this Section 7.01, the term "Property" shall exclude the Company's common and cumulative preference stock, short and long-term marketable securities and options or other financial derivative instruments related to any timeof the foregoing.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 8.1 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.077.7, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations (other than obligations of the type permitted in clause (k) of this Section 8.1) on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided that all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000500,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (ia) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (iib) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iiic) the principal amount of the debt Indebtedness secured thereby does shall not exceed 100% of the cost of such property, and (d) the principal amount of the Indebtedness secured by all such purchase money security interests plus the aggregate amount of all Indebtedness arising under capital leases (other than obligations in respect of capital leases assumed in connection with an Eligible Acquisition) shall not at any time exceed $5,500,000; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that the aggregate amount of all Indebtedness arising under such capital leases are otherwise permitted hereunder(other than obligations in respect of capital leases assumed in connection with an Eligible Acquisition) plus the aggregate amount of all Indebtedness secured by purchase money security interests shall not at any time exceed $5,500,000; (k) cash collateral pledged to secure obligations of the Company or any Subsidiary in respect of performance, closure and post-closure liabilities relating to landfills or similar operations of the Company and such Subsidiary (including amounts deposited in trust accounts or escrow accounts for such purpose) or obligations of the Company or any Subsidiary in respect of bonds related directly to such liabilities, provided that (i) the aggregate amount of all cash collateral pledged in respect of such obligations shall not at any time exceed $4,350,000 at any time during 1997, $5,450,000 at any time during 1998 and $6,550,000 at any time thereafter; and (ii) any liabilities of the Company and its Subsidiaries in connection with any such bonds (other than in respect of such cash collateral) shall be subordinated to the obligations of the Company hereunder in a manner approved in writing by the Required Lenders; and (l) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-set- off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and institution and (liii) any other Liens if the aggregate amount of obligations of the Company or all such deposits with all depository institutions which are not Lenders shall not at any of its Subsidiaries that is secured by such Liens does not time exceed $30,000,000 in the aggregate at any time500,000.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Material Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Material Subsidiary on the Closing Date and set forth in Schedule 8.01 6.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.075.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,00020,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests Liens on any property acquired or held by the Company or its assets of corporations which become Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition date of this Agreement, provided, however, that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and; (lk) any in addition to the foregoing, other Liens if securing Indebtedness incurred after the aggregate amount of obligations of the Company or any of its Subsidiaries that is date hereof, and which Indebtedness secured by such Liens does not exceed $30,000,000 Liens, in the aggregate aggregate, is less than $25,000,000 at any timeone time outstanding.

Limitation on Liens. The Company and each Guarantor shall not, and shall not suffer or permit any Subsidiary of its respective Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its propertyProperty, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):following: (a) any Lien existing on property Property of the Company or any Subsidiary on the Closing Date and as set forth in Schedule 8.01 securing 8.1 and any modifications, replacements, renewals or extensions thereof; provided, however, that (i) the Lien does not extend to any additional Property other than (A) after-acquired Property that is affixed or incorporated into the Property covered by such Lien or financed by Indebtedness outstanding on permitted under Section 8.5, and (B) proceeds and products thereof and (ii) the modification, replacement, renewal, extension or refinancing of the obligations secured or benefited by such dateLiens (if such obligations constitute Indebtedness) is permitted by Section 8.5; (b) any Lien created under any Loan Document; (c) Liens for taxesTaxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-non payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code7.7; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or other similar Liens arising in the ordinary course of business (whether by law or by contract) which (i) are not delinquent or delinquent, (ii) remain payable without penalty or which penalty, (iii) are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property Property subject theretothereto or (iv) the failure of which to pay could not reasonably be expected to have a Material Adverse Effect; (e) Liens (other than any Lien imposed by ERISA) consisting of (i) pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; (ii) pledges and deposits in the ordinary course of business not exceeding $625,000 in the aggregate securing insurance premiums or reimbursement obligations under insurance policies, in each case payable to insurance carriers that provide insurance to the Company or any of its Subsidiaries; or (iii) obligations in respect of letters of credit or bank guarantees that have been posted by the Company or any of its Subsidiaries to support the payments of the items set forth in clauses (i) and (ii) of this Section 8.1; (f) easements, rights of way, restrictions, defects or other exceptions to title and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not material in amount, are not incurred to secure Indebtedness, and which do not in any case materially detract from the value of the Property subject thereto or interfere with the ordinary conduct of the businesses of the Company, the Guarantors and their respective Subsidiaries; (g) Liens on the property Property of the Company Company, any Guarantor or its Subsidiaries any Subsidiary of such Person securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, leases or statutory obligations, (ii) contingent obligations Contingent Obligations on surety surety, performance and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's ’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institutioninstitution or under any deposit account agreement entered into in the ordinary course of business; provided provided, however, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company, (ii) the Company in excess (or applicable Subsidiary) maintains (subject to such right of those set forth by regulations promulgated by the FRBoff) dominion and control over such account(s), and (iiiii) such deposit account is not intended by the Company Company, any Guarantor or any Subsidiary to provide cash collateral to the depository institution; (i) Oil and Gas Liens to secure obligations which are not delinquent and which do not in any case materially detract from the value of the Oil and Gas Property subject thereto; (j) Liens on the Collateral securing the First Lien Obligations; andprovided, however, that such Liens are subject to the Intercreditor Agreement; (k) Liens on Property of Exempt Subsidiaries securing Non-Recourse Debt permitted to be incurred under Section 8.5(d); (l) Liens securing judgments for the payment of money not constituting an Event of Default; (m) Liens securing purchase money Indebtedness and Capitalized Leases permitted hereunder; provided, however, that such Liens do not at any time encumber any Property other Liens if than the aggregate amount Property (including after-acquired Property) financed by such Indebtedness and the proceeds and the products thereof and accessions thereto; and provided further, however, that individual financings of obligations assets provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (n) (i) leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business which do not (A) interfere in any material respect with the business of the Company or any of its Subsidiaries or (B) secure any Indebtedness for borrowed money or (ii) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company or any of its Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof; (o) Liens (i) in favor of the seller of any Property to be acquired in an investment permitted pursuant to Sections 8.4 to be applied against the purchase price for such investment, (ii) consisting of an agreement to Dispose of any Property in a Disposition permitted under Section 8.2, in each case, solely to the extent such investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien and (iii) ▇▇▇▇▇▇▇ money deposits made by the Company or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (p) Liens existing on the Property of any Person that becomes a Subsidiary, in each case after the date hereof (other than Liens on the Capital Stock of any Person that becomes a Subsidiary) and any modifications, replacements, renewals or extensions thereof; provided, however, that (i) such Lien does not extend to or cover any other Property (other than the proceeds or products thereof and after-acquired Property subjected to a Lien pursuant to terms existing at the time of such acquisition, it being understood that such requirement shall not be permitted to apply to any Property to which such requirement would not have applied but for such acquisition), and (ii) the Indebtedness secured thereby (or, as applicable, any modifications, replacements, renewals or extensions thereof) is permitted under Section 8.5; (q) Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Company or any of its Subsidiaries in the ordinary course of business; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any of its Subsidiaries in the ordinary course of business not prohibited by this Agreement; (s) Permitted Encumbrances (as defined in the Mortgages); (t) Liens in favor of the Company securing investments permitted under Section 8.4(i); or (u) other Liens securing Indebtedness or other obligations (other than First Liens) outstanding in an aggregate principal amount not to exceed the lesser of: (i) the difference between $12,500,000 minus the aggregate principal amount then outstanding of all Indebtedness secured by such Liens does not exceed permitted under Sections 8.1(m) and 8.1(p) and (ii) $30,000,000 in the aggregate at any time6,250,000.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("“Permitted Liens"”): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Restatement Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on Contingent Obligations in connection with performance bonds, surety bonds and appeal bonds, and (iii) other non-delinquent obligations of a like nature; , in each case, incurred in the ordinary course of business, ; provided that all such Liens in the aggregate would could not (even if enforced) reasonably be expected to cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (jh) Liens securing obligations in respect of capital leases Capital Leases on assets subject to such leases, provided that such capital leases Capital Leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (li) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens securing Indebtedness which does not exceed $30,000,000 in the aggregate at any timeone time outstanding five percent (5%) of Net Worth as set forth in the most recently delivered Compliance Certificate pursuant to Section 7.02(b).

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Effective Date and set forth in Schedule 8.01 8.2 securing Indebtedness outstanding on such date, and any extension, renewal or replacement of any such Lien so long as the principal amount secured thereby is not increased and the scope of the property subject to such Lien is not extended; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.077.7, provided that no notice of lien has been filed or recorded under the CodeCode or any other Requirement of Law; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety bonds (excluding appeal bonds and appeal bonds, other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature; in each case, case incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liensliens and liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000U.S.$5,000,000 unless, in the case of judgment and judicial attachment liens, the enforcement of such liens is effectively stayed; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 90 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed U.S.$5,000,000; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; (l) Liens arising in connection with Securitization Transactions; provided that the aggregate investment or claim held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Securitization Transactions shall not exceed U.S.$25,000,000; and (lm) any other Liens if the aggregate amount of obligations of the Company or securing Indebtedness not at any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 time exceeding in the aggregate at any timeU.S.$10,000,000.

Limitation on Liens. The Company Companies shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of any of the Company Companies or any Subsidiary of their respective Subsidiaries on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on the Closing Date; provided that, if all such dateIndebtedness so secured by such Liens exceeds $1,000,000 in the aggregate on the Closing Date, then no such Liens shall be permitted under this Section 8.01(a) except for those disclosed on Schedule 8.01(a); (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.077.07(a), provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the any Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company Companies and its their respective Subsidiaries do not exceed $5,000,0002,500,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company Companies and its their respective Subsidiaries; (i) Liens on assets of corporations which become Subsidiaries after the date of this Agreement, provided that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof; (j) purchase money security interests on any property acquired or held by any of the Company Companies or its their respective Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed, together with Indebtedness permitted under Section 8.05(c), $10,000,000; (jk) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (kl) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by any of the Company Companies in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by any of the Company Companies or any Subsidiary of their respective Subsidiaries to provide collateral to the depository institution; and (lm) any other Liens arising pursuant to Section 412(n) of the Code or Section 4069(a) of ERISA if (i) the aggregate amount of obligations of delinquent payments to which the Lien relates are made within ten (10) days after the Company or any Subsidiary learns of its Subsidiaries that the failure to make payment or (ii) the obligation to make such payments is secured being contested in good faith and by such Liens does not exceed $30,000,000 appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Companies, in the aggregate at any timeaccordance with GAAP.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 8.1 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.077.7, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety surety, performance and appeal bonds, and (iii) other non-non- delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided that all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000100,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any time.

Limitation on Liens. The Company shall will not, and shall will not suffer or permit any Subsidiary of its Subsidiaries to, directly or indirectly, make, indirectly create, incur, assume or suffer permit to exist (upon the happening of a contingency or otherwise) any Lien upon on or with respect to any part property or asset (including, without limitation, any document or instrument in respect of its propertygoods or accounts receivable) of the Company or any such Subsidiary, whether now owned or held or hereafter acquired, other than the following ("Permitted Liens"):or any income or profits therefrom or assign or otherwise convey any right to receive income or profits, except: (a) any Lien existing on Liens for property taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen; provided that payment thereof is not at the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such datetime required by Section 9.4; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or incidental to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course conduct of business which are not delinquent or remain payable without penalty or which are being contested in good faith the ownership of properties and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; assets (e) including Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' worker’s compensation, unemployment insurance and other social security legislation; (flike laws, warehousemen’s and attorneys’ liens and statutory landlords’ liens) and Liens on to secure the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, tenders or trade contracts (other than for borrowed money)contracts, leases, or to secure statutory obligations, (ii) contingent obligations on surety and or appeal bondsbonds or other Lien of like general nature, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all any such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances case incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere connection with the ordinary conduct borrowing of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertymoney; provided that (i) any such Lien attaches to secures only amounts not due and payable or the payment of which is being contested in good faith by appropriate actions or proceedings and (ii) any such Lien does not materially impair the business of the Company and its Subsidiaries taken as a whole or the value of the related property concurrently with for the purposes of such business; (c) any attachment or judgment Lien, unless the judgment it secures shall not, within 20 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the expiration of any such stay; (d) Liens existing as of the date of Second Amendment Effective Date and described on Schedule 5.15 hereto; (e) survey exceptions or minor encumbrances, leases or subleases granted to others, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, (i) which are necessary for the conduct of the activities of the Company and its Subsidiaries or which customarily exist on properties of corporations engaged in similar activities and similarly situated and (ii) which do not in any event materially impair their use in the operation of the business of the Company and its Subsidiaries taken as a whole or the value of such properties; (f) Liens created or incurred after the date of the Closing given to secure the payment of the purchase price incurred in connection with the acquisition thereofor purchase or the cost of construction of property or of assets useful and intended to be used in carrying on the business of the Company or a Subsidiary, including Liens existing on such property or assets at the time of acquisition thereof or at the time of completion of construction, as the case may be, whether or not such existing Liens were given to secure the payment of the acquisition or purchase price or cost of construction, as the case may be, of the property or assets to which they attach; provided that (i) the Lien shall attach solely to the property or assets acquired, purchased or constructed, (ii) such Lien attaches solely to shall have been created or incurred within 180 days of the property (including proceeds thereof) so acquired in such transactiondate of acquisition or purchase or completion of construction, and as the case may be, (iii) at the principal time of acquisition or purchase or of completion of construction of such property or assets, the aggregate amount of remaining unpaid on all Debt secured by Liens on such property or assets, whether or not assumed by the debt secured thereby does Company or a Subsidiary, shall not exceed an amount equal to 100% of the lesser of the total purchase price or fair market value at the time of acquisition or purchase (as determined by a Responsible Officer of the Company) or the cost of construction on the date of completion thereof, (iv) Debt secured by any such propertyLien shall have been created or incurred within the applicable limitations provided in Sections 10.1 and 10.2, (v) at the time of creation, issuance, assumption, guarantee or incurrence of the Debt secured by such Lien and after giving effect thereto and to the application of the proceeds thereof, no Event of Default would exist and (vi) the aggregate outstanding amount of Debt secured by all such Liens shall not exceed $10,000,000 at any time; (g) Liens incurred in connection with any transfer of an interest in accounts or notes receivable or related assets as part of a Qualified Receivables Transaction; (h) Liens in favor of the Collateral Agent securing the Secured Obligations and subject to the Intercreditor Agreement; (i) Liens in favor of the Bank Agent in (1) property of Foreign Subsidiaries to secure the obligations of Foreign Subsidiaries that are borrowers under the Credit Agreement and (2) cash collateral accounts of the Company and its Domestic Subsidiaries with deposits not in excess of $10,000,000 in the aggregate securing obligations of the Company and Domestic Subsidiaries under Swap Contracts in existence prior to the Second Amendment Effective Date (but not extensions, renewals or rollovers thereof); and (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise of the Modine Holding Consolidated Group securing Debt owing by the Modine Holding Consolidated Group and permitted hereunder;under Section 10.2(g) ; and (k) in addition to Liens arising solely by virtue of any statutory or common law provision relating to banker's liensotherwise described in clauses (a) through (j) above, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the securing an aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate Debt outstanding at any timetime of no more than $10,000,000.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Insurance Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.1 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.7, provided that no notice of lien Lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, leases or statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, business provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens Liens in the aggregate at any time outstanding for the Company and its the Insurance Subsidiaries do not exceed $5,000,00010,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its the Insurance Subsidiaries; (i) deposits made by an Insurance Subsidiary, or other statutory Liens against the assets of any Insurance Subsidiary, in each case made or incurred in favor of policyholders of such Insurance Subsidiary in the ordinary course of business pursuant to insurance regulatory requirements; (j) Liens on assets of corporations which become Insurance Subsidiaries after the date of this Agreement, provided, however, that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof; (k) purchase money security interests on any property acquired or held by the Company or its Insurance Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertyproperty (which property shall include the property set forth on Schedule 7.1(k) hereto); provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, transaction and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (jl) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; ; -44- 50 (km) Liens arising solely by virtue in favor of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts securities brokers or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by securities intermediaries arising in the Company in excess ordinary course of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations merger arbitage investment activities of the Company or any Insurance Subsidiary which activities do not involve leverage in excess of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 50%, and which activities are conducted in the aggregate at any time.accordance with applicable margin rules; and

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer permit to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Effective Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, leases or statutory obligations, (ii) contingent obligations on Contingent Obligations in connection with performance bonds, surety bonds and appeal bonds, bonds and (iii) other non-delinquent obligations of a like nature; , in each case, incurred in the ordinary course of business, ; provided that all such Liens in the aggregate would could not (even if enforced) reasonably be expected to cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (jh) Liens securing obligations in respect of capital leases Capital Leases on assets subject to such leases, provided that such capital leases Capital Leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (li) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries securing Indebtedness that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timeone time outstanding the lesser of (x) five percent (5%) of Net Worth as set forth in the most recently delivered Compliance Certificate pursuant to Section 7.02(a) and (y) the maximum amount of such secured Indebtedness that, when aggregated with all other outstanding Priority Debt (within the meaning of the applicable Note Agreement), would be permitted under each Note Agreement.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Material Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):following: (a) any Lien existing on property of the Company or any Material Subsidiary on the Closing Signing Date and set forth in Schedule 8.01 7.1 securing Indebtedness Debt outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.9, provided that no notice of lien has been filed or recorded under the CodeCode or any other Requirement of Law; (dc) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or other similar Liens arising in the ordinary course of business which are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (ed) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; (fe) Liens on the property of the Company or its Subsidiaries any Material Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, leases or statutory obligations, (ii) contingent obligations on surety bonds (excluding appeal bonds and appeal bonds, other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature; , in each case, case incurred in the ordinary course of businessbusiness (and treating as non-delinquent any delinquency which is being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto); provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (hf) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Material Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (jg) Liens securing obligations in respect of capital leases Capital Leases on the assets subject to such leases, provided that such capital leases are otherwise permitted hereunderCapital Leases (and the proceeds thereof); (kh) Liens arising solely by virtue of any statutory or common law provision relating to banker's ’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or the applicable Subsidiary in excess of those set forth by regulations promulgated by the FRB, FRB and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; (i) Liens arising in connection with Securitization Transactions; andprovided that the aggregate amount of all Securitization Obligations shall not exceed U.S.$150,000,000; (j) Liens on assets of any Material Subsidiary which becomes a Subsidiary after the date of this Agreement; provided that such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof; (k) Liens securing reimbursement obligations incurred in the ordinary course of business for letters of credit, which Liens encumber only goods, or documents of title covering goods, which are purchased in transactions for which such letters of credit are issued; (l) any Lien on property existing at the time of acquisition of such property by the Company or a Material Subsidiary, or Liens to secure the payment of all or part of the purchase price of property upon the acquisition of property by the Company or a Material Subsidiary or to secure any Debt incurred or guaranteed prior to, at the time of, or within ninety days after the later of the date of acquisition of such property and the date such property is placed in service, for the purpose of financing all or any part of the purchase price thereof, or Liens to secure any Debt incurred or guaranteed for the purpose of financing the cost to the Company or a Material Subsidiary of improvements to such acquired property; provided, in each case, that (i) no such Lien shall at any time encumber any property other Liens if than the property financed by such Debt and the proceeds thereof and (ii) the Debt secured thereby shall not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (m) any extension, renewal or substitution of or for any Lien permitted by clause(a), (j) or (l) above; provided that (i) the amount of the Debt or other obligation or liability secured by the applicable Lien shall not exceed the Debt or other obligation or liability existing immediately prior to such extension, renewal or substitution and (ii) the scope of the property subject to such Lien is not increased; and (n) any Lien not otherwise permitted by the foregoing clauses of this Section; provided that the aggregate amount of all obligations of the Company or any of and its Material Subsidiaries that is secured by such all Liens permitted by this clause (n) does not exceed $30,000,000 in the aggregate at any time15% of Consolidated Net Worth.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Material Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("“Permitted Liens"”): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date7.01; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, levies, imposts, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; , in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,00020,000,000; (h) easements, rights-of-way, zoning or use restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) Liens on assets acquired by the Company or any Subsidiary or on any assets of Persons which become Subsidiaries, in each case, which assets or Persons are acquired after the date of this Agreement, provided, however, that such Liens existed at the time such assets were acquired by the Company or any Subsidiary or such Persons became Subsidiaries and were not created in anticipation thereof; (j) purchase money security interests on any property acquired acquired, constructed or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 30 days after the acquisition or construction thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired or constructed in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed $10,000,000; (jk) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunderunder Section 7.09; (kl) Liens arising solely by virtue of any statutory or common law provision relating to banker's ’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and; (lm) Liens consisting of pledges of cash collateral or government securities to secure on a ▇▇▇▇-to-market basis Permitted Swap Obligations only, provided that (i) the counterparty to any Swap Contract relating to any such Permitted Swap Obligation is under a similar requirement to deliver similar collateral from time to time to the Company or the Subsidiary party thereto on a ▇▇▇▇-to-market basis; and (ii) the aggregate value of such collateral so pledged by the Company and its Subsidiaries together in favor of any counterparty does not at any time exceed $10,000,000; (n) Liens securing Refinancing Indebtedness permitted under Section 7.05(f), provided that such Lien does not apply to any other Liens if the aggregate amount of obligations property or assets of the Company or any Subsidiary other than the proceeds of its Subsidiaries that is secured by such the property or assets subject to the respective original Lien; (o) Liens does not exceed $30,000,000 pursuant to Permitted Receivables Purchase Facilities permitted hereunder; (p) other non-consensual Liens arising in the ordinary course of business the existence or enforcement of which would not result in a Material Adverse Effect; (q) other Liens securing Indebtedness and obligations in an aggregate principal amount at any time outstanding not exceeding $5,000,000, provided that any such Lien shall not encumber cash (other than to the extent such cash constitutes proceeds of the property subject to any such Lien), inventory or accounts receivable; (r) a Lien on all or any part of the Wilsonville Facility securing Indebtedness of the Company and/or the Special Purpose Subsidiary in an aggregate principal amount not exceeding $50,000,000 at any time; and (s) a Lien on all or any part of the Fremont Facility securing Indebtedness of the Company and/or the Special Purpose Subsidiary in an aggregate principal amount not exceeding $35,000,000 at any time.

Limitation on Liens. The Company shall not, and Each Loan Party agrees that it shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or created under any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such dateLoan Document; (b) any Lien created under any Loan DocumentLiens scheduled on Schedule 7.01; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment nonpayment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code6.07; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business securing obligations which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bondsobligations, Surety Instruments (other than those providing credit support for borrowed money), and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions restrictions, defects or other exceptions to title and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, are not incurred to secure Indebtedness, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries;Borrower's business; and (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (kh) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRBBorrower, and (ii) Borrower maintains (subject to such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (lright of set off) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by dominion and control over such Liens does not exceed $30,000,000 in the aggregate at any timeaccount(s).

Limitation on Liens. The Company Borrower shall not, and shall not suffer or permit any Restricted Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (cb) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (dc) Liens in respect of property or assets imposed by law, such as carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business which are business, in each case so long as such Liens do not delinquent individually or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings the aggregate have the effect of preventing the forfeiture or sale of the property subject theretoa Material Adverse Effect; (ed) Liens (other than any Lien imposed by ERISA) consisting of pledges incurred or deposits required made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security legislation; (f) Liens on security, or to secure the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leasestenders, statutory obligations, (ii) contingent obligations on surety and appeal bonds, bids, leases, government contracts, performance and (iii) return-of-money bonds and other non-delinquent similar obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens business (exclusive of obligations in respect of the aggregate would not (even if enforced) cause a Material Adverse Effectpayment for borrowed money); (ge) Liens incurred in the ordinary course of business by a Restricted Subsidiary on securities to secure repurchase and reverse repurchase obligations in respect of such securities; (f) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do circumstances not exceed $5,000,000constituting an Event of Default under clause (i) of Section 9.01; (hg) easements, rights-of-way, restrictions restrictions, minor defects or irregularities of title and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not interfering in any case materially detract from the value of the property subject thereto or interfere material respect with the ordinary conduct business of Borrower and the businesses of the Company and its SubsidiariesRestricted Subsidiaries taken as a whole; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (jh) Liens securing obligations in respect of capital leases Capital Leases on assets subject to such leases; provided, provided however, that such capital leases Capital Leases are otherwise permitted hereunder; (ki) Liens arising solely by virtue of any statutory or common law provision relating to banker's banks' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided provided, however, that (i) such deposit account is not a dedicated cash collateral account and is account; (j) Liens existing on the date hereof securing obligations not subject to restrictions against access by the Company in excess of those set forth $2,000,000 in the aggregate; (k) any interest or title of a lessor or secured by regulations promulgated a lessor's interest under any lease permitted by this Agreement, or any leases or subleases granted to others not interfering in any material respect with the FRBbusiness of Borrower or any Restricted Subsidiary to which the property subject to such lease or sublease relates; (l) Liens (i) placed upon property, plant or equipment (other than the capital stock of any Restricted Subsidiary) used in the ordinary course of business of Borrower or any Restricted Subsidiary in connection with the acquisition thereof by Borrower or any such Restricted Subsidiary to secure Indebtedness of Borrower or a Restricted Subsidiary to pay all or a portion of the purchase price thereof (provided that (A) the Lien encumbering the property, plant or equipment so acquired does not encumber any other asset of Borrower or any such Restricted Subsidiary and (B) the Indebtedness secured thereby is permitted by clause (f) of Section 8.04 and such acquisition was otherwise permitted by this Agreement), and (ii) such deposit account is not intended existing on specific assets at the time acquired by the Company Borrower or any Restricted Subsidiary (provided that (A) any such Liens were not created at the time of or in contemplation of the acquisition of such assets by Borrower or such Restricted Subsidiary, (B) such Lien does not encumber any other asset of Borrower or any Restricted Subsidiary and (C) the Indebtedness secured thereby is permitted by clause (i) of Section 8.04 and such acquisition was otherwise permitted by this Agreement); (m) any Lien placed upon the capital stock or other equity interests of any Restricted Subsidiary (other than a direct Restricted Subsidiary of Borrower) acquired under clause (h) of Section 8.03 to provide collateral secure Indebtedness incurred pursuant to clause (j) of Section 8.04 to finance the acquisition of such Restricted Subsidiary by Borrower or any other Restricted Subsidiary; provided, however, that such Restricted Subsidiary has executed a supplement to the depository institutionGuaranty in accordance with the provisions of Section 7.11 and clause (h) of Section 8.03; (n) 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; (o) Liens on goods the purchase price of which is financed by a documentary letter of credit issued for the account of Borrower or any Restricted Subsidiary; provided, however, that such Lien secures only the obligations of Borrower or such Restricted Subsidiary in respect of such letter of credit to the extent permitted under Section 8.04; (p) leases or subleases granted to others not interfering in any material respect with the business of Borrower and the Restricted Subsidiaries taken as a whole; (q) additional Liens (other than Liens on any collateral securing the Obligations or any capital stock of any Restricted Subsidiary) securing obligations of Borrower and the Restricted Subsidiaries so long as the aggregate amount of the obligations so secured does not exceed $25,000,000 at any time outstanding; (r) any Lien arising pursuant to Section 107(1) of CERCLA, 42 U.S.C. Section 9607(1), or other Environmental Law, unless such Lien (i) by action of the lienholder, or by operation of law, takes priority over any subsequent Lien on the property upon which it is a Lien and (ii) relates to a liability of Borrower and the Restricted Subsidiaries that is reasonably likely to exceed, individually or in the aggregate, $10,000,000; (s) the replacement, extension or renewal of any Lien permitted by clauses (a) through (m) above upon or in the same assets theretofore subject to such Lien or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted under this Agreement) of the Indebtedness secured thereby; and (lt) Liens placed on assets of any other Liens if Foreign Subsidiary to secure Indebtedness of a Foreign Subsidiary permitted pursuant to Section 8.04(g), up to an aggregate principal amount at any time of $20,000,000 and only to the aggregate amount of obligations of the Company extent that such Indebtedness is not guaranteed by Borrower or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timeDomestic Subsidiary (without duplication).

Limitation on Liens. The Company Borrower shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company Borrower or any Subsidiary of its Subsidiaries on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided provided, however, that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business which are not delinquent or remain payable without penalty and, with respect to any such warehousemen's or which are being contested in good faith and by appropriate proceedingslandlord's lien, which proceedings have the effect of preventing the forfeiture or sale of the property subject theretosuch liens only secure accrued rental charges; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company Borrower or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business; provided, provided however, that all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens; provided, provided however, that the enforcement of such Liens is effectively stayed and all such unstayed liens in the aggregate at any time outstanding for the Company Borrower and its Subsidiaries do not exceed $5,000,000250,000.00; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses business of the Company Borrower and its Subsidiaries; (i) purchase money security interests (other than capital leases) on any property acquired or held by the Company Borrower or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided provided, however, that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed $250,000.00; (j) Liens securing obligations of interest owners, including without limitation, Liens arising as would be defined in respect Texas Bus. & Com. Code Section 9.343, comparable laws of capital leases on assets subject to such leasesthe states of Oklahoma, provided that such capital leases are otherwise permitted hereunder;Kansas, Wyoming or New Mexico, or other comparable law; and (k) Liens arising solely not permitted by virtue of any statutory clause 8.01 (a), (b), (c), (d), (e), (f), (g), (h) or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is ), in an aggregate amount not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; andexceed $250,000. (l) any other Liens if the aggregate amount of securing contractual obligations of the Company or any of its Subsidiaries that is secured permitted by such Liens does not exceed $30,000,000 in the aggregate at any timesection 8.06.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("“Permitted Liens"”): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.01 or shown as a liability on the Company’s consolidated financial statements as of June 30, 2002 securing Indebtedness outstanding on such date, provided that the aggregate amount of all such Indebtedness secured by all such Liens does not exceed $10,000,000; (b) any Lien created under any Loan Document or under any “Loan Document” as defined in the 5-Year Credit Agreement; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or any of its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (h) Liens on (i) assets of corporations which become Subsidiaries after the date of this Agreement, provided, however, that such Liens existed at the time the respective corporations became Subsidiaries, and (ii) any assets prior to the acquisition thereof by the Company or any Subsidiary and not created in contemplation of such acquisition, provided, however, that such Liens do not encumber any other property or assets; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt Indebtedness secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's ’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institutioninstitution except in either case when such deposit accounts are established or required in the ordinary course of business and would not have a Material Adverse Effect; (l) Any extensions, renewals or replacements of the Liens permitted by clauses (a), (f), (h), (i) and (j) above; and (m) Notwithstanding the provisions of subsections 7.01(a) through (l) any other ), there shall be permitted Liens if on property (including Liens which would otherwise be in violation of such subsections), provided that the sum of the aggregate amount of obligations Indebtedness of the Company or any of and its Subsidiaries that is secured by such all Liens does permitted under this subsection (m), excluding the Liens permitted under subsections (a) through (l), shall not exceed $30,000,000 in an amount equal to 15% of the aggregate at any timeCompany’s total consolidated assets as shown on its consolidated balance sheet for its most recent prior fiscal quarter.

Limitation on Liens. The Company Borrowers shall not, and shall not suffer or permit any Subsidiary of their Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.1 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.7, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any time.effectively

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):following: (a) any Lien existing on property of the Company or any Restricted Subsidiary on the Closing Effective Date and set forth in Schedule 8.01 securing Indebtedness (or commitments therefor) outstanding on such datethe Effective Date; (b) any Lien created under any Loan Document; (c) Liens any Lien for taxes, fees, taxes or assessments or other governmental charges or levies not then delinquent for more than 90 days, that are then remaining payable without penalty or which are not delinquent or remain payable without penalty, or being contested in good faith and for which adequate reserves are being maintained to the extent that non-payment thereof is permitted required by Section 7.07GAAP and, provided that in each case, to the extent no notice of lien has been filed or recorded under the Code; (d) carriers', any warehousemen's, mechanics', landlords'’s, materialmen's’s, mechanic’s, repairmen's ’s, landlord’s or other similar Liens arising in the ordinary course of business which are by law for sums not delinquent then due and payable (or which, if due and payable, remain payable without penalty or which are being contested in good faith and with respect to which adequate reserves are being maintained, to the extent required by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject theretoGAAP); (e) survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other similar restrictions, in each case, as to the use of real properties or Liens (other than incidental to the conduct of the business of the Company or any Lien imposed by ERISA) consisting Restricted Subsidiary or to the ownership of pledges its properties which do not individually or deposits required in the ordinary course aggregate materially adversely affect the value of the Company and its Restricted Subsidiaries taken as a whole or materially impair the operation of the business in connection with workers' compensation, unemployment insurance of the Company and other social security legislationits Restricted Subsidiaries taken as a whole; (f) Liens on the property of the Company pledges or its Subsidiaries securing deposits (i) in connection with workers’ compensation, unemployment and other insurance, other social security legislation and other types of statutory obligations or the non-delinquent requirements of any official body; (ii) to secure the performance of tenders, bids, trade contracts (other than for borrowed money)surety or performance bonds, leases, statutory obligationspurchase, construction, sales or servicing contracts (iiincluding utility contracts) contingent and other similar obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business; (iii) to obtain or secure obligations with respect to letters of credit, provided all guarantees, bonds or other sureties or assurances given in connection with the activities described in clauses (i) and (ii) above, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or services or imposed by ERISA or the Code in connection with a “plan” (as defined in ERISA); or (iv) arising in connection with any attachment unless such Liens in shall not be satisfied or discharged or stayed pending appeal within 60 days after the aggregate would not (even if enforced) cause a Material Adverse Effectentry thereof or the expiration of any such stay; (g) Liens consisting on property or assets of judgment a Person existing at the time such Person acquires such property or judicial attachment liens, provided that assets or is merged with or into or consolidated with the enforcement Company or a Restricted Subsidiary (and not created or incurred in anticipation of such transaction); provided, that, such Liens is effectively stayed and all such liens in the aggregate at are not extended to any time outstanding for property or assets of the Company or any Restricted Subsidiary other than the property or assets acquired and its Subsidiaries do not exceed $5,000,000the proceeds thereof; (h) easementsother Liens not securing indebtedness that are incidental to the conduct of the business of the Company or any of its Restricted Subsidiaries, rights-of-wayas the case may be, restrictions or the ownership of their assets which do not individually or in the aggregate materially adversely affect the value of the Company and its Restricted Subsidiaries taken as a whole or materially impair the operation of the business of the Company and its Restricted Subsidiaries taken as a whole; (i) Liens to secure any extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, in accordance with the terms of this Agreement of any Indebtedness secured by any Liens referred to in clauses (a), (g) and (o) of this Section 8.01 to the extent that such Liens do not extend to any other similar encumbrances property or assets and the principal amount of the obligations secured by such Liens is not increased; (j) Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiariesbusiness; (ik) purchase money security interests on any licenses and sublicenses of intellectual property acquired or held by the Company or its Subsidiaries granted in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (jl) Liens securing to secure obligations in respect of capital leases on assets subject to such leases; provided, provided that, such Liens do not extend to or cover any assets other than such assets that such are acquired or constructed after the Effective Date with the proceeds of the obligations arising under the capital leases described above and any assets that, in the ordinary course of business, are otherwise permitted hereundersubject to Liens in favor of the same creditor for other assets subject to any existing capital leases or agreements described above; (km) Liens arising solely by virtue upon specific items of inventory or other goods and proceeds of any statutory Person securing such Person’s obligation in respect of letters of credit and banker’s acceptances issued or common law provision relating created in the ordinary course of business for the account of such Person to banker's liensfacilitate the purchase, shipment or storage of such inventory or other goods; (n) Liens securing Purchase Money Debt; provided, that, the Purchase Money Debt secured by the Lien may not be incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien; (o) Liens on property or Equity Interests of another Person at the time such other Person becomes a Subsidiary; provided, that, (i) the Liens may not extend to any other property or Equity Interests owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto) and (ii) such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; (p) Liens (i) that are contractual rights of set-off (A) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (B) relating to pooled deposit or sweep accounts of the Company and/or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar rights obligations and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by management activities incurred in the ordinary course of business of the Company and/or any of its Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of the Company and/or any of its Restricted Subsidiaries in excess the ordinary course of those set forth by regulations promulgated by the FRBbusiness, and (ii) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (Y) encumbering reasonable customary initial deposits and margin deposits and attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, and (Z) in favor of banking institutions arising as a matter of law or pursuant to customary account agreements encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; (q) Liens securing judgments or judicial attachment for the payment of money not constituting an Event of Default under Section 9.01(i) so long as such deposit account is Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not intended by been finally terminated or the period within which such proceedings may be initiated has not expired; (r) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any Subsidiary to provide collateral to the depository institution; andRestricted Subsidiaries and do not secure any Indebtedness; (ls) any other Liens if the aggregate amount interest or title of obligations (i) an owner of equipment or inventory on loan or consignment, or as part of a conditional sale, to the Company or any of its Restricted Subsidiaries that is and Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company or any Restricted Subsidiary in the ordinary course of business and (ii) a lessor or secured by a lessor’s interest under any lease permitted under this Agreement; (t) deposits in the ordinary course of business to secure liability to insurance carriers; (u) contractual rights of set-off and similar rights securing Swap Contracts and Cash Management Agreements so long as any related Indebtedness is permitted to be incurred under this Agreement; (v) options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures, partnerships and the like permitted to be made under this Agreement; (w) Liens attaching to ▇▇▇▇▇▇▇ money deposits (or equivalent deposits otherwise named) made in connection with proposed acquisitions in an amount not to exceed $25,000,000; (x) (i) set-off rights not otherwise set forth in Section 8.01(p), or (ii) Liens arising in connection with repurchase agreements that constitute Investments; (y) Liens on cash and other deposits or net worth imposed in connection with contracts entered into the ordinary course of business; (z) Liens on vehicles or related property securing obligations under any Floor Plan Financing Facility permitted by this Agreement incurred in the ordinary course of business; provided, that, the aggregate principal amount of all obligations at any time outstanding under all Floor Plan Financing Facilities after giving effect to such Liens incurrence does not exceed $30,000,000 the total cost of the vehicles and equipment securing such obligations; (aa) Liens on (i) assets of a Leasing Subsidiary securing Indebtedness under Leasing Transactions permitted under this Agreement and (ii) Leasing Assets for which the applicable lessee is not permitted by applicable law to hold title to such Lease Assets; (bb) Liens on the Equity Interests of a Securitization Subsidiary and accounts receivable and other financial and related assets described in the definition of Permitted Securitization, in each case, incurred in connection with a Permitted Securitization and in an aggregate at outstanding principal amount not to exceed the greater of (i) $350,000,000 and (ii) 12.75% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries (determined as of the end of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 7.01(a) or (b) or, in the case of any timesuch determination to be made prior to the delivery of financial statements for the fiscal quarter of the Company ended March 31, 2018, determined with reference to the Interim Financial Statements); (cc) [reserved]; (dd) prior to the Covenant Change Date, Liens not otherwise permitted under this Agreement securing an aggregate principal amount not to exceed the greater of (i) $350,000,000 and (ii) 12.75% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries (determined as of the end of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 7.01(a) or (b) or, in the case of any such determination to be made prior to the delivery of financial statements for the fiscal quarter of the Company ended March 31, 2018, determined with reference to the Interim Financial Statements); (ee) from and after the Covenant Change Date, Liens securing Indebtedness permitted pursuant to Section 8.05B(h)(ii); (ff) Liens on cash and cash equivalents arising in connection with the defeasance, discharge or redemption of Indebtedness; and (gg) ▇▇▇▇▇ on the identifiable proceeds of any property or asset subject to a Lien otherwise permitted under this Agreement.

Limitation on Liens. The Company shall will not, and shall will not suffer or permit any Subsidiary to, directly create or indirectly, make, create, incur, assume or suffer to exist be incurred or to exist, any Lien upon on its or with respect to any part of its propertytheir property or assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, or transfer any property for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire, or permit any Subsidiary to acquire, any property or assets upon conditional sales agreements or other than the following ("Permitted Liens"):title retention devices, except: (a) any Lien existing on property of Liens for taxes and assessments or governmental charges or levies; provided that payment thereof is not at the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such datetime required by SECTION 9.4; (b) Liens of or resulting from any Lien created under judgment or award (i) the time for the appeal or petition for rehearing of which shall not have expired or (ii) in respect of which the Company or a Subsidiary shall at any Loan Documenttime in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured; provided that the Company or such Subsidiary (i) is contesting such judgment or award on a timely basis, in good faith and in appropriate proceedings, and (ii) has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary; (c) statutory Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) landlords and Liens of carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or materialmen and suppliers 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting law or pursuant to customary reservations or retentions of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred title arising in the ordinary course of business, provided all that (i) such Liens secure only amounts not yet due and payable or the payment of which is being contested in the aggregate would not good faith by appropriate actions or proceedings and (even if enforcedii) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in materially impair the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (d) minor survey exceptions or minor encumbrances, leases or subleases granted to others, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, (i) purchase money security interests on any property acquired or held by which are necessary for the conduct of the activities of the Company or and its Subsidiaries or which customarily exist on properties of Persons engaged in similar activities and similarly situated and (ii) which do not in any event in the aggregate Materially impair the use of such properties in the operation of the business of the Company and its Subsidiaries, taken as a whole, or the value of such properties; (e) Liens incidental to the conduct of business or the ownership of properties and assets (including pledges, deposits or Liens in connection with worker's compensation, unemployment insurance and other like social security laws, attorneys' liens and statutory landlords' liens) and Liens to secure the performance of bids, tenders or trade contracts, or to secure statutory obligations, supersedeas, surety or appeal bonds or other Liens of like general nature, in any such case incurred in the ordinary course of businessbusiness and not in connection with the borrowing of money; provided in each case, the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings and any Lien securing such obligation does not in any event materially impair the operation of the business of the Company and its Subsidiaries; (f) Liens securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost Company or a Subsidiary to a Wholly-owned Subsidiary or the Company or of acquiring such propertythe Company to a Wholly-owned Subsidiary; (i) Liens of the Company and its Subsidiaries existing as of the date of Closing and described on SCHEDULE 10.6 hereto and (ii) the Lien of the Pledge Agreement; (h) Liens created or incurred after the date of the Closing on an In▇▇▇▇▇ment Sale Note given to secure a Company Promissory Note; provided that (i) Indebtedness secured by any such Lien attaches to such property concurrently with or shall have been incurred within 20 days after the acquisition thereof, limitations provided in SECTIONS 10.5(A)(IV)(1) through (4) and (ii) at the time of creation, issuance, assumption, guarantee or incurrence of the Indebtedness secured by such Lien attaches solely and after giving effect thereto and to the property application of t▇▇ ▇roceeds thereof, no Default or Event of Default would exist; and (including proceeds thereofi) so acquired in such transaction, and (iii) Liens created or incurred after the principal amount date of the debt secured thereby does not exceed 100% Closing given to secure Indebtedness of the cost of such property; Company or any Subsidiary in addition to the Liens permitted by the preceding clauses (jA) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; through (kH) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institutionhereof; provided that (i) all Indebtedness secured by such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by Liens shall have been incurred within the Company limitations provided in excess of those set forth by regulations promulgated by the FRB, SECTIONS 10.5(A)(IV)(1) through (4) and (ii) such deposit account is not intended by at the Company time of creation, issuance, assumption, guarantee or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations incurrence of the Company or any of its Subsidiaries that is Indebtedness secured by such Liens does not exceed $30,000,000 in Lien and after giving effect thereto and to the aggregate at any timeapplication of t▇▇ ▇roceeds thereof, no Default or Event of Default would exist.

Limitation on Liens. The Company shall will not, and shall will not suffer or permit any Subsidiary to, directly create or indirectly, make, create, incur, assume or suffer to exist be incurred or to exist, any Lien upon on its or with respect to any part of its propertytheir property or assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, or transfer any property for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire, or permit any Subsidiary to acquire, any property or assets upon conditional sales agreements or other than the following ("Permitted Liens"):title retention devices, except: (a) any Lien existing on property of Liens for taxes and assessments or governmental charges or levies; provided that payment thereof is not at the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such datetime required by SECTION 9.4; (b) Liens of or resulting from any Lien created under judgment or award (i) the time for the appeal or petition for rehearing of which shall not have expired or (ii) in respect of which the Company or a Subsidiary shall at any Loan Documenttime in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured; provided that the Company or such Subsidiary (i) is contesting such judgment or award on a timely basis, in good faith and in appropriate proceedings, and (ii) has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary; (c) statutory Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) landlords and Liens of carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or materialmen and suppliers 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting law or pursuant to customary reservations or retentions of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred title arising in the ordinary course of business, provided all that (i) such Liens secure only amounts not yet due and payable or the payment of which is being contested in the aggregate would not good faith by appropriate actions or proceedings and (even if enforcedii) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in materially impair the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (d) minor survey exceptions or minor encumbrances, leases or subleases granted to others, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, (i) purchase money security interests on any property acquired or held by which are necessary for the conduct of the activities of the Company or and its Subsidiaries or which customarily exist on properties of Persons engaged in similar activities and similarly situated and (ii) which do not in any event in the aggregate Materially impair the use of such properties in the operation of the business of the Company and its Subsidiaries, taken as a whole, or the value of such properties; (e) Liens incidental to the conduct of business or the ownership of properties and assets (including pledges, deposits or Liens in connection with worker's compensation, unemployment insurance and other like social security laws, attorneys' liens and statutory landlords' liens) and Liens to secure the performance of bids, tenders or trade contracts, or to secure statutory obligations, supersedeas, surety or appeal bonds or other Liens of like general nature, in any such case incurred in the ordinary course of businessbusiness and not in connection with the borrowing of money; provided in each case, the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings and any Lien securing such obligation does not in any event materially impair the operation of the business of the Company and its Subsidiaries; (f) Liens securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost Company or a Subsidiary to a Wholly-owned Subsidiary or the Company or of acquiring such propertythe Company to a Wholly-owned Subsidiary; (g) (i) Liens of the Company and its Subsidiaries existing as of the date of Closing and described on SCHEDULE 10.6 hereto and (ii) the Lien of the Pledge Agreement; (h) Liens created or incurred after the date of the Closing on an Installment Sale Note given to secure a Company Promissory Note; provided that (i) Indebtedness secured by any such Lien attaches to such property concurrently with or shall have been incurred within 20 days after the acquisition thereof, limitations provided in SECTION 10.5(A)(IV) (1) and (ii) at the time of creation, issuance, assumption, guarantee or incurrence of the Indebtedness secured by such Lien attaches solely and after giving effect thereto and to the property (including application of the proceeds thereof, no Default or Event of Default would exist; and (i) so acquired in such transaction, and (iii) Liens created or incurred after the principal amount date of the debt secured thereby does not exceed 100% Closing given to secure Indebtedness of the cost of such property; Company or any Subsidiary in addition to the Liens permitted by the preceding clauses (jA) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; through (kH) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institutionhereof; provided that (i) all Indebtedness secured by such deposit account is not a dedicated cash collateral account Liens shall have been incurred within the limitations provided in SECTIONS 10.5(A)(IV)(1) and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, (2) and (ii) such deposit account is not intended by at the Company time of creation, issuance, assumption, guarantee or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations incurrence of the Company or any of its Subsidiaries that is Indebtedness secured by such Liens does not exceed $30,000,000 in Lien and after giving effect thereto and to the aggregate at any timeapplication of ▇▇▇ proceeds thereof, no Default or Event of Default would exist.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property Liens created or assumed in the ordinary course of the Company banking or financial services business of any Subsidiary on or of the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such dateCompany; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.7, provided that no notice of lien has been filed or recorded under the Code; (dc) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (ed) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (ge) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (hf) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries;; and (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (kg) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institutioninstitutions; and (lh) any other Additional Liens if the aggregate amount securing Indebtedness aggregating not in excess of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any time2,000,000.

Limitation on Liens. The Company and each Guarantor shall not, and shall not suffer or permit any Subsidiary of the Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its propertyProperty, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):following: (a) any Lien existing on property Property of the Company or any Restricted Subsidiary on the Closing Date and as set forth in Schedule 8.01 8.1 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxesTaxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment nonpayment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code7.7; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or other similar Liens arising in the ordinary course of business (whether by law or by contract) which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property Property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; (f) easements, rights of way, restrictions, defects or other exceptions to title and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, are not incurred to secure Indebtedness, and which do not in any case materially detract from the value of the Property subject thereto or interfere with the ordinary conduct of the businesses of the Company, the Guarantors and the Restricted Subsidiaries; (g) Liens on the property Property of the Company Company, any Guarantor or its Subsidiaries any Restricted Subsidiary of such Person securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, ) or statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's ’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institutioninstitution or under any deposit account agreement entered into in the ordinary course of business; provided provided, however, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company, (ii) the Company in excess (or applicable Restricted Subsidiary) maintains (subject to such right of those set forth by regulations promulgated by the FRBoff) dominion and control over such account(s), and (iiiii) such deposit account is not intended by the Company Company, any Guarantor or any Restricted Subsidiary to provide cash collateral to the depository institution; and; (li) Oil and Gas Liens to secure obligations which are not delinquent and which do not in any case materially detract from the value of the Oil and Gas Property subject thereto. (j) purchase money Liens and Liens in connection with Capital Leases, in each case upon or in any Property acquired or held by the Company or any Restricted Subsidiary in the ordinary course of business; provided that the Indebtedness secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such Property, and does not exceed the aggregate purchase price of such Property and (ii) is secured only by such Property and proceeds therefrom and not by any other Liens if the aggregate amount of obligations assets of the Company or any Restricted Subsidiary; (k) licenses of its Subsidiaries intellectual property granted by Company or any Restricted Subsidiary in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Company or any Restricted Subsidiary; (l) Liens that is secured secure Indebtedness permitted by such Section 8.5(d); and (m) Liens does not otherwise permitted under this Section 8.1 securing an amount not to exceed $30,000,000 in the aggregate 2,000,000 at any time.

Limitation on Liens. The Company No Borrower shall, or shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company any Borrower or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.1 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.7, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company any Borrower or its Subsidiaries any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company Borrowers and its their Subsidiaries do not exceed $5,000,000500,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company Borrowers and its their Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company Borrowers or its their Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iiiii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iii) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed, together with Indebtedness permitted under subsection 7.6(e), $500,000; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that that, except for deposits serving as cash collateral for Letters of Credit, (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company Borrower in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company any Borrower or any Subsidiary to provide collateral to the depository institution; and; (l) Liens on any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timeproperty securing Indebtedness permitted to be incurred pursuant to subsections 7.6(d) and (g).

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens Liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,0001,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) Liens on assets of corporations which become Subsidiaries after the date of this Agreement, provided, however, that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof; (j) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the principal amount of the Indebtedness secured by any and all such purchase money security interests (excluding purchase money security interests otherwise permitted under this subsection (j) securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring new operating facilities for the Company or its Subsidiaries) shall not at any time exceed, together with Indebtedness permitted under subsection 7.05(d), $5,000,000; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (kl) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (lm) any other Liens if consisting of pledges of cash collateral or government securities to secure on a ▇▇▇▇-to-market basis obligations under Swap Contracts entered into in the aggregate amount ordinary course of obligations of business as bona fide hedging transactions, provided that (i) the counterparty to such Swap Contract is under a similar requirement to deliver similar collateral from time to time to the Company or the Subsidiary party thereto, and (ii) the aggregate value of such collateral so pledged by the Company and the Subsidiaries together in favor of any of its Subsidiaries that is secured by such Liens counterparty does not at any time exceed $30,000,000 in the aggregate at any time1,000,000.

Limitation on Liens. The Company shall will not, and shall will not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("“Permitted Liens"”): (a) any Lien existing on property of the Company or any Subsidiary on the date of the Closing Date and set forth in Schedule 8.01 10.1 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Documentthis Agreement; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment nonpayment thereof is permitted by Section 7.079.4, provided that no notice of lien has been filed or recorded under the Code; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or other similar Liens arising in the ordinary course of business which are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i1) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii2) contingent obligations on surety and appeal bonds, and (iii3) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of businessbusiness and treating as non-delinquent any delinquency which is being contested in good faith and by appropriate proceedings, provided all such Liens in which proceedings have the aggregate would not (even if enforced) cause a Material Adverse Effecteffect of preventing the forfeiture or sale of the property subject thereto; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement liens with respect to judgments which do not constitute an Event of such Liens is effectively stayed Default and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,00025,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) Liens on assets of Persons which become Subsidiaries after the date of the Closing, provided, however, that such Liens existed at the time the respective Persons became Subsidiaries and were not created in anticipation thereof and such liens do not extend to any other property of the Company or its Subsidiaries (except proceeds of such property, and in the case of Liens on real estate or equipment, items which become fixtures on such real estate or are accessions to such equipment pursuant to the terms of the original agreement governing such Lien); (j) purchase money security interests on any property acquired or held by of the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring acquiring, improving or constructing such property; provided that (i1) any such Lien attaches to such property concurrently with or within 20 90 days after the acquisition acquisition, improvement or construction thereof, (ii2) such Lien attaches solely to such property and the property (including proceeds thereof) so acquired in such transaction, and (iii3) the principal amount of the debt Indebtedness secured thereby does not exceed 100% of the cost of such property; , improvement or construction, and (j4) Liens securing obligations the principal amount of the Indebtedness secured by any and all such purchase money security interests, together with Indebtedness permitted under Section 10.4(d) and Attributable Indebtedness in respect of capital leases on assets subject to such leasesSale and Leaseback Transactions outstanding, provided that such capital leases are otherwise permitted hereundershall not at any time exceed $50,000,000; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's ’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i1) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii2) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; (l) Liens consisting of pledges of cash collateral or government securities, to secure on a ▇▇▇▇-to-market basis Permitted Swap Obligations (including customary netting arrangements therein) only; provided that (1) the counterparty to any Swap Contract relating to such Permitted Swap Obligations is under a similar requirement to deliver similar collateral from time to time to the Company or the Subsidiary party thereto on a ▇▇▇▇-to-market basis and (2) the aggregate value of such collateral so pledged by the Company and the Subsidiaries together in favor of any counterparty does not at any time exceed $15,000,000; (m) Liens securing reimbursement obligations for letters of credit which encumber only goods and rights related thereto, or documents of title covering goods, which are purchased in transactions for which such letters of credit are issued; (n) any extension, renewal or substitution of or for any of the foregoing Liens; provided that (1) the Indebtedness or other obligation or liability secured by the applicable Lien shall not exceed the Indebtedness or other obligation or liability existing immediately prior to such extension, renewal or substitution plus an amount necessary to pay any fees and expenses, including premiums, commissions and discounts, related to such extension, renewal or substitution and (2) the Lien securing such Indebtedness or other obligation or liability shall be limited to the property which, immediately prior to such extension, renewal or substitution, secured such Indebtedness or other obligation or liability; and (lo) any other Liens if not otherwise permitted by clauses (a) through (n), inclusive, of this Section 10.1 securing Indebtedness; provided that the aggregate amount of obligations of the Company or any of its Subsidiaries that is Indebtedness secured by such Liens does shall be permitted by Section 10.8(c) and provided further that, notwithstanding the foregoing, the Company will not, and will not exceed $30,000,000 suffer or permit any Subsidiary to, secure pursuant to this Section 10.1(o) any Indebtedness outstanding under or pursuant to any Material Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the aggregate at Required Holders in substance and in form, including an intercreditor agreement and opinions of counsel to the Company and/or any timesuch Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted LiensPERMITTED LIENS"): (a) any Lien (other than as described in SECTION 8.01(m)) existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule SCHEDULE 8.01 securing Indebtedness outstanding on such datedate and described therein (other than Indebtedness in a principal amount not exceeding individually $50,000 or in the aggregate $500,000, it being understood and agreed that any such Lien shall be permitted to exist pursuant to this clause (a) notwithstanding the absence thereof on SCHEDULE 8.01); (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000250,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) Liens on assets of corporations which become Subsidiaries after the date of this Agreement, PROVIDED, HOWEVER, that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof and do not in the aggregate at any time outstanding exceed $10,000,000; (j) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that PROVIDED THAT (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, transaction and (iii) the principal amount of the debt Indebtedness secured thereby does by any and all such purchase money security interests shall not exceed 100% of the cost of such propertyat any time exceed, together with Indebtedness permitted under Section 8.05(d), $10,000,000; (jk) Liens securing obligations in respect of capital leases Capital Lease Obligations on assets subject to such leasesCapital Leases, provided that such capital leases Capital Leases are otherwise permitted hereunderunder Section 8.10(c); (kl) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that PROVIDED THAT (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; (m) Liens consisting of pledges of cash collateral or government securities to secure on a mark-▇▇-market basis Permitted Swap Obligations only, provided that (i) the counterparty to any Swap Contract relating to such Permitted Swap Obligations is under a similar requirement to deliver similar collateral from time to time to the Company or the Subsidiary party thereto on a mark-▇▇-market basis, and (ii) the aggregate value of such collateral so pledged by the Company and the Subsidiaries together in favor of any counterparty does not at any time exceed $1,000,000; (n) Liens consisting of deposits made by any Insurance Subsidiary with the insurance regulatory authority in its jurisdiction of formation or as otherwise required by a Governmental Authority pursuant to applicable insurance laws, or other statutory Liens or Liens or claims imposed or required by applicable insurance law or regulation against the assets of such Insurance Subsidiary, in each case in favor of all policyholders of such Insurance Subsidiary and in the ordinary course of such Insurance Subsidiary's business; (o) Liens incurred in the ordinary course of business of an Insurance Subsidiary with respect to reinsurance transactions or any premium trust account or similar account; and (lp) any other Liens if comprised of cash or Cash Equivalents with respect to the aggregate amount Company's reimbursement obligations under Existing Letters of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timeCredit.

Limitation on Liens. The Company Borrower shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("“Permitted Liens"”): (a) any Lien existing on property of the Company Borrower or any Subsidiary of its Subsidiaries on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided provided, however, that no notice of lien has been filed or recorded under the Code; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or other similar Liens arising in the ordinary course of business which are not delinquent or remain payable without penalty and, with respect to any such warehousemen’s or which are being contested in good faith and by appropriate proceedingslandlord’s lien, which proceedings have the effect of preventing the forfeiture or sale of the property subject theretosuch liens only secure accrued rental charges; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company Borrower or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business; provided, provided however, that all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens; provided, provided however, that the enforcement of such Liens is effectively stayed and all such unstayed liens in the aggregate at any time outstanding for the Company Borrower and its Subsidiaries do not exceed $5,000,000250,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses business of the Company Borrower and its Subsidiaries; (i) purchase money security interests (other than capital leases) on any property acquired or held by the Company Borrower or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided provided, however, that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed $250,000; (j) Liens securing obligations of interest owners, including without limitation, Liens arising as would be defined in respect Texas Bus. & Com. Code Section 9.343, comparable laws of capital leases on assets subject to such leasesthe states of Oklahoma, provided that such capital leases are otherwise permitted hereunder;Kansas, Wyoming or New Mexico, or other comparable law; and (k) Liens arising solely not permitted by virtue of any statutory clause 8.01 (a), (b), (c), (d), (e), (f), (g), (h) or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is ), in an aggregate amount not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; andexceed $250,000. (l) any other Liens if the aggregate amount of securing contractual obligations of the Company or any of its Subsidiaries that is secured permitted by such Liens does not exceed $30,000,000 in the aggregate at any timesection 8.06.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such datedate (after giving effect to the repayment of Indebtedness on the Closing Date); (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the CodeCode ("Statutory Liens"); (dc) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business which are not more than 30 days delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (ed) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (fe) Liens on the property of the Company or its Subsidiaries Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (gf) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries Liens do not exceed $5,000,000create an Event of Default; (hg) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (ih) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring or improving such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition or improvement thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transactiontransaction and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the aggregate principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed the amount permitted by subsection 8.05(d); (ji) Liens securing obligations in respect of capital leases (and any financing lease having substantially the same economic effect of a conditional sale, title retention agreement or capital lease) on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder;hereunder and the amount of Indebtedness secured by such Liens shall not exceed the amount permitted by subsection 8.05(d); 66 73 (kj) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (lk) any other Liens if on (and limited to) the aggregate amount of obligations real property located at 2095 ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇curing the non-recourse Indebtedness of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timepermitted under subsection 8.05(i).

Limitation on Liens. The Company and the other Borrowers shall not, and shall not suffer or permit any Subsidiary of their respective Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its their property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company Company, the other Borrowers or any Subsidiary of their respective Subsidiaries on the Closing Date and set forth in Schedule 8.01 securing 7.01, together with all renewals, extensions, refinancings and modifications (but not increases) of the Indebtedness outstanding on such datesecured thereby; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, pensions, unemployment insurance and other social security legislationlegislation or public or statutory obligations; (f) Liens on the property of the Company Company, the other Borrowers or its their respective Subsidiaries securing (i) the non-delinquent performance of bids, trade tenders, contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens Liens in the aggregate at any time outstanding for the Company Company, the other Borrowers and its their respective Subsidiaries do not exceed $5,000,0002,000,000; (h) easements, rights-of-way, zoning restrictions, restrictions on use and other similar encumbrances or minor irregularities in title incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company Company, the other Borrowers and its their respective Subsidiaries; (i) Liens on assets of corporations which become Subsidiaries after the date of this Agreement or upon property acquired subject thereto after the date of this Agreement, provided, however, that such Liens existed at the time the respective corporations became Subsidiaries or the time such property is acquired, as applicable, and were not created in anticipation thereof; (j) Liens arising under title retention and conditional sale agreements and purchase money security interests on any property acquired or held by the Company Company, the other Borrowers or its their respective Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; , and (jiv) Liens securing obligations the principal amount of the Indebtedness secured by any and all such title retention and conditional sale agreements and purchase money security interests shall not at any time exceed $10,000,000 in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunderthe aggregate; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or the other Borrowers in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company Company, the other Borrowers or any Subsidiary of their respective Subsidiaries to provide collateral to the depository institution; and; (l) any Liens on assets of the Company, the other Liens if Borrowers or their respective Subsidiaries, other than stock of Subsidiaries; provided that the aggregate amount of obligations of the Company or any of its Subsidiaries that is Indebtedness secured by such Liens does not at any time exceed $30,000,000 in the aggregate at any time10,000,000; and (m) inchoate Liens arising under ERISA.

Limitation on Liens. The Company shall not, and shall not suffer or permit Neither the Borrowers nor any Subsidiary to, directly or indirectly, make, of their Subsidiaries will create, incur, assume or suffer allow to exist be created, incurred or assumed, or to exist, any Lien upon pledge of, or with respect to any part mortgage, lien, charge or encumbrance of any kind on, any of its propertyproperty or assets, or subject any of such assets to prior payments of any other indebtedness whether now owned by subordination agreement, transfer of assets or hereafter acquiredotherwise, or own or acquire or agree to acquire any property of any character subject to or upon any mortgage, conditional sale agreement or other than the following ("Permitted Liens"):title retention agreement except: (a) any Lien existing on property liens in favor of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such dateBank; (b) any Lien created under lien securing the purchase price of any Loan Documentfixed asset to be used in the business of any Borrower or any of their Subsidiaries, but not any renewal, extension or refunding of any such lien or the indebtedness secured thereby, provided that (i) each such lien shall at all times be confined solely to the item of property so acquired, and (ii) the aggregate indebtedness secured by all such liens does not exceed $500,000 at any one time or if such indebtedness so exceeds $500,000, Bank has consented in writing in advance of the subject transaction; (c) Liens liens for taxes, feesassessments, assessments or other governmental charges which are not delinquent and levies or remain payable without penalty, or for claims to the extent that non-payment thereof is permitted not then required by such Section 7.07, provided that no notice of lien has been filed or recorded under the Code4.04; (d) liens in respect of judgments which had been in force for less than the applicable appeal period or less than sixty (60) days, whichever is sooner, so long as execution is not levied thereunder, or in respect of which the appropriate Borrower or the appropriate Subsidiary at the time shall in good faith be prosecuting an appeal, or proceedings for review are pending and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) liens on deposits made in connection with, or to secure payment of, workmen's compensation, unemployment insurance or similar programs; liens, charges or encumbrances imposed by law, such as carriers', warehousemen's, 's and mechanics', landlords', materialmen's, repairmen's or other ' liens and similar Liens involuntary liens arising in the ordinary course of business which are not delinquent do not, individually or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value or limit the use of the any property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertythereto; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations landlords' liens in respect of capital leases rent not in default; and liens on assets subject deposits made to such leasessecure the performance of bids, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights appeal bonds and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institutionsurety bonds; and (lf) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timeliens and encumbrances which are disclosed on Exhibit 4.14.

Limitation on Liens. The Company shall not, and shall not suffer permit Parent or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in on Schedule 8.01 8.1 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.077.7, provided that no notice of lien has been filed or recorded under the Code; (d) growers', carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety bonds (excluding appeal bonds and appeal bonds, other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature; , in each case, incurred in the ordinary course of business, provided that all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liensLiens and Liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000stayed; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; , provided that (i) any such Lien attaches to such property concurrently with or within 20 45 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt Indebtedness secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, property and (iiiv) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate principal amount of obligations of the Company or any of its Subsidiaries that is Indebtedness secured by all such Liens does purchase money security interests shall not at any time exceed $30,000,000 in the aggregate at any time.***;

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary other member of the Company Group to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its propertyproperty or assets, whether now owned or hereafter acquired, or offer or agree to do so, other than the following ("Permitted LiensPERMITTED LIENS"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth securing Indebtedness identified in Schedule 8.01 securing Indebtedness outstanding on such date2 hereto; (b) any Lien in favor of the Purchaser created under any Loan Note Purchase Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to unless the extent that non-payment thereof is permitted same are being contested in good faith by Section 7.07appropriate proceedings and adequate reserves in accordance with GAAP are maintained, provided that no notice Notice of lien Lien has been filed or recorded under the Coderecorded; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business which do not secure Indebtedness and are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject theretopenalty; (e) Liens (other than any Lien imposed by ERISA) consisting on the property of any member of the Company Group incurred, or pledges or deposits required in the ordinary course of business required, in connection with workers' workmen's compensation, unemployment insurance and other social security legislation; (f) Liens on the property of any member of the Company or its Subsidiaries Group securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, and (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, nature incurred in the ordinary course of businessbusiness which do not secure Indebtedness, provided that all such Liens in the aggregate would could not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries;Group; and (ih) purchase money security interests Liens on any property acquired or held by asset which is the Company or its Subsidiaries in the ordinary course subject of business, a capital lease securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; asset, provided that (ix) any such Lien attaches to such property concurrently with or within 20 30 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iiiy) the sum of the aggregate principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is Indebtedness secured by such Liens does shall not exceed $30,000,000 in the aggregate at any time200,000.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Restricted Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Restricted Subsidiary on the Closing Date date of this Agreement and set forth in Schedule 8.01 10.4 securing Indebtedness outstanding on such datedate and any Lien renewing, extending or refunding such Lien, provided that (i) the principal amount of the Indebtedness secured by the subject Liens is not increased over the amount of the Indebtedness secured thereby immediately prior to such extension, renewal or refunding, (ii) such Lien is not extended to any other property and (iii) immediately after such extension, renewal or refunding, no Default or Event of Default would exist; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code9.4; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's 's, operators' (including Liens arising under operating, pooling or unitizing agreements of a scope and nature customary in the oil and gas industry) or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensationcompensation laws, unemployment insurance and other social security or retirement benefits, or similar legislation; (f) Liens on the property of the Company or its Restricted Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety surety, reclamation and appeal bonds, and (iii) other non-delinquent obligations of a like nature; , in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Restricted Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (kh) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-set- off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and; (li) any other Liens if consisting of judgment or judicial attachment liens, provided that the aggregate amount enforcement of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 is effectively stayed and all such Liens in the aggregate at any timetime outstanding for the Company and its Restricted Subsidiaries do not exceed $50,000,000; (j) Liens on assets of Persons which become Restricted Subsidiaries after the Effective Date or Liens existing on any property acquired by the Company or any Restricted Subsidiary at the time such property is acquired, provided that such Liens existed at the time the respective Persons became Subsidiaries or at the time such property was acquired, as applicable, and were not created in anticipation thereof; and (k) other Liens securing Indebtedness or judgments otherwise permitted herein outstanding in compliance with Section 10.5.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("“Permitted Liens"”): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers'’, warehousemen's’s, mechanics'’, landlords'’, materialmen's’s, repairmen's ’s or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations Contingent Obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided that all such Liens in the aggregate would could not reasonably be expected (even if enforced) cause to result in a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,0001,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property[Reserved]; (j) Liens to secure purchase money Indebtedness for the purchase of property in an aggregate amount not to exceed $250,000 at any time outstanding; (k) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder;in an aggregate amount not to exceed $500,000 at any time outstanding; and (kl) Liens arising solely by virtue of any statutory or common law provision relating to banker's ’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any time.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Restatement Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges (other than any Lien imposed by ERISA or in respect of environmental obligations) which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety Contingent Obligations in connection with performance bonds, Surety Bonds and appeal bonds, and (iii) other non-delinquent obligations of a like nature; , in each case, incurred in the ordinary course of business, ; provided that all such Liens in the aggregate would could not (even if taking into account the probable likelihood of their being enforced) reasonably be expected to cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and the obligations secured by all such liens Liens 76 in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) Liens on assets of corporations which become Subsidiaries after the Restatement Date; provided, however, that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof and the obligations secured by all such Liens in the aggregate at any time outstanding do not exceed (i) $20,000,000, less (ii) amounts outstanding under paragraphs (j) and (p); (j) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of businessSubsidiaries, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transactiontransaction and other like assets in respect of which financing was provided by the same lender to the obligor of such Indebtedness, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed, together with Indebtedness permitted under subsection 8.05(d), (i) $20,000,000, less (ii) amounts outstanding under paragraphs (i) and (p); (jk) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (kl) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or any Subsidiary in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and; (lm) Liens on vehicles or related property securing obligations under any other Liens if Floor Plan Financing Facility incurred in the ordinary course of business; provided, that the aggregate principal amount of all obligations at any time outstanding under all Floor Plan Financing Facilities after giving effect to such incurrence does not exceed the total cost of the Company vehicles and equipment securing such obligations; (n) Liens on assets acquired with the proceeds of industrial revenue bonds securing Indebtedness incurred or any of its Subsidiaries assumed to acquire such property; provided, that is the obligations secured by such Liens does do not exceed $30,000,000 20,000,000 in the aggregate at any timetime outstanding for the Company and its Subsidiaries; (o) Liens upon assets of any Securitization Subsidiary relating to any Permitted Securitization; and (p) Liens securing other obligations of the Company and its Subsidiaries not to exceed in the aggregate at any one time outstanding (i) $20,000,000 less (ii) amounts outstanding under paragraphs (i) and (j).

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) ): any Lien existing on property Property of the Company or any Subsidiary of its Subsidiaries on the Closing Date and set forth in on Schedule 8.01 securing Indebtedness outstanding on such date; (b) 8.01(a); any Lien created under any Loan Credit Document; (c) ; Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) ; carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course Ordinary Course of business Business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property Property subject thereto; (e) ; Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course Ordinary Course of business Business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) ; Liens on the property Property of the Company or any of its Subsidiaries securing (i) the non-delinquent nondelinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent nondelinquent obligations of a like nature; in each case, incurred in the ordinary course Ordinary Course of business, Business; provided that all such Liens in the aggregate would could not (even if enforced) cause reasonably be expected to have a Material Adverse Effect; (g) ; Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) 1,000,000; easements, rights-of-way, restrictions and other similar encumbrances or title defects affecting real Property incurred in the ordinary course Ordinary Course of business Business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property Property subject thereto or interfere with the ordinary conduct Ordinary Course of the businesses Business of the Company and its Subsidiaries; , taken as a whole; Liens on Property of a Subsidiary of the Company existing at the time such Property (ior such Subsidiary) was acquired by the Company or such Subsidiary of the Company and not incurred as a result of (or in connection with or in anticipation of) such acquisition; provided that such Liens do not extend to or cover any Property of the Company or any of its Subsidiaries other than the Property so acquired or the Property of such Subsidiary so acquired; purchase money security interests on any property Property acquired or held by the Company or any of its Subsidiaries in the ordinary course Ordinary Course of businessBusiness, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertyProperty; provided that (i) any such Lien attaches to such property Property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) Property so acquired in such transaction, and (iii) the principal amount of the debt Indebtedness secured thereby does not exceed 100% of the cost of such property; Property plus reasonable fees and expenses incurred in connection therewith, and (jiv) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed, together with Indebtedness permitted under Section 8.05(c), $5,000,000; Liens securing obligations Capital Lease Obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) ; Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary of its Subsidiaries to provide collateral to the depository institution; and and leases and subleases and licenses and sublicenses of Property of the Company and its Subsidiaries where the Company or a Subsidiary of the Company is the lessor or licensor (lor sublessor or sublicensor) which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the Company and its Subsidiaries, taken as a whole, but excluding any other sale-lease transaction; Liens if securing or constituting Indebtedness which is incurred to refinance Indebtedness which has been secured by a Lien permitted under this Section 8.01 and which is permitted to be refinanced under Section 8.05; provided that such Liens do not extend to or cover any Property of the Company or any of its Subsidiaries not so refinanced; Liens on insurance policies and the proceeds thereof securing the financing of premiums owing by the Company or any of its Subsidiaries with respect thereto, not to exceed $250,000 in the aggregate principal amount outstanding at any time; Liens in favor of customs and revenue authorities arising as a matter of law to secure any payment obligations of the Company and its Subsidiaries in respect of customs duties in connection with the importation of goods; Liens securing the obligations of the Company or any of its Subsidiaries under documentary letters of credit permitted to be incurred under Section 8.05; provided that is secured such Liens shall attach only to the goods covered by such letters of credit, the corresponding documents and the proceeds thereof; Liens does not exceed $30,000,000 arising out of conditional sale, title retention, consignment or similar arrangements for the sale of good entered into by the Company or any of its Subsidiaries in the Ordinary Course of Business; provided that all such Liens in the aggregate at could not reasonably be expected to have a Material Adverse Effect; Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, statutory obligations, surety, appeal, reclamation, performance or other similar bonds, leases (including Landlord's Liens), contracts and other similar bonds incurred in the Ordinary Course of Business (exclusive of obligations in respect of the payment of or for borrowed money); provided that all such Liens in the aggregate could not reasonably be expected to have a Material Adverse Effect; Liens securing Indebtedness and Contingent Obligations of a Subsidiary of the Company incurred pursuant to and in compliance with clause (i) or (ii) of Section 8.05(g); and Liens on funds and other Property of employees of the Company or any timeof its Subsidiaries which funds and Property are held and invested by the Company for the benefit of such employees for the purpose of deferred compensation.

Limitation on Liens. The Company shall will not, and shall will not suffer or permit any Consolidated Subsidiary to, directly create or indirectly, make, create, incur, assume or suffer to exist be incurred or to exist, any Lien upon on its or with respect to any part of its propertytheir property or assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, or transfer any property for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire any property or assets upon conditional sales agreements or other than the following ("Permitted Liens"):title retention devices, except: (a) any Lien existing on Liens for property taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided payment thereof is not at the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such datetime required by SECTION 5.3; (b) Liens of or resulting from any Lien created under judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the Company or a Consolidated Subsidiary shall at any Loan Documenttime in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or incidental to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course conduct of business which are not delinquent or remain payable without penalty or which are being contested in good faith the ownership of properties and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; assets (e) including Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' the making of loans to customers, worker's compensation, unemployment insurance and other social security legislation; (flike laws, warehousemen's and attorneys' liens and statutory landlords' liens) and Liens on to secure the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, tenders or trade contracts (other than for borrowed money)contracts, leases, or to secure statutory obligations, (ii) contingent obligations on surety and or appeal bonds, and (iii) bonds or other non-delinquent obligations Liens of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances general nature incurred in the ordinary course of business whichand not in connection with (i) the borrowing of money or (ii) obligations pursuant to ERISA, provided in each case, the aggregateobligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings; (d) minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, which are not substantial necessary for the conduct of the activities of the Company and its Consolidated Subsidiaries or which customarily exist on properties of corporations engaged in amount, similar activities and similarly situated and which do not in any case event materially detract from impair their use in the value operation of the property subject thereto or interfere with the ordinary conduct of the businesses business of the Company and its Consolidated Subsidiaries; (ie) Liens securing Indebtedness of a Consolidated Subsidiary to the Company or to another Wholly-owned Consolidated Subsidiary; (f) Liens existing as of September 30, 2000 and reflected on Annex B to Exhibit B hereto; (g) Liens incurred after the Closing Date given to secure the payment of the purchase money security interests price or cost of construction incurred in connection with the acquisition of, or improvements to, fixed assets useful and intended to be used in carrying on any property acquired the business of the Company or held a Consolidated Subsidiary, including Liens existing on such assets at the time of acquisition thereof or at the time of acquisition by the Company or its Subsidiaries a Consolidated Subsidiary of any business entity then owning such assets, whether or not such existing Liens were given to secure the payment of the purchase price of the assets to which they attach so long as they were not incurred, extended or renewed in contemplation of such acquisition, provided that (i) the Lien shall attach solely to the assets acquired or purchased, (ii) the Lien (other than Liens that are existing on such assets at the time of acquisition thereof and that are permitted as aforesaid) shall have been created or incurred within 180 days of the date of acquisition of such fixed assets, except in the ordinary course case of businessconstruction or acquisition of improvements to real estate, the land on which such improvements are located shall not be required to have been acquired within such 180 period; (iii) at the time of acquisition of such assets, the aggregate amount remaining unpaid on all Indebtedness secured by Liens on such assets whether or not assumed by the Company or a Consolidated Subsidiary shall not exceed an amount equal to 80% (or 100% in the case of Capitalized Leases) of the lesser of the total purchase price or fair market value at the time of acquisition of such assets (as determined in good faith by the Board of Directors of the Company), and (iv) all Indebtedness secured by such Liens shall be permitted hereunder; (h) Liens on Real Estate Assets securing Non-Recourse Indebtedness; provided that such Non-Recourse Indebtedness shall be permitted within the limitations of SECTION 5.8; and (i) Liens securing Indebtedness incurred under Mortgage Repurchase Facilities or assumed for the purpose of financing all or any part of the cost of acquiring such propertyInterest Rate Swaps; provided that (i) the Lien of any such Lien attaches Mortgage Repurchase Facility shall extend only to the Commercial Mortgage Loans which are financed or refinanced under such property concurrently with or within 20 days after Mortgage Repurchase Facility and the acquisition thereofRelated Collateral, (ii) the aggregate advances under such Mortgage Repurchase Facility shall not exceed 80% of the aggregate unpaid principal amount of the Commercial Mortgage Loans securing such Mortgage Repurchase Facility, (iii) the Lien attaches solely securing any Interest Rate Swap shall extend only to the property (including proceeds thereof) so acquired in such transactionCommercial Mortgage Loans and Related Collateral, and (iiiiv) all such Indebtedness shall be permitted within the limitations of SECTION 5.8. The Company will not, and will not permit any Consolidated Subsidiary to, directly or indirectly, create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property which secures Debt outstanding under the Bank Credit Agreement or the Existing Note Agreements, unless the Company makes, or causes to be made, effective provision whereby the Notes will be equally and ratably secured with any and all other obligations thereby secured; provided that such security is granted pursuant to an agreement reasonably satisfactory to the Holders of 51% or more of the principal amount of the debt secured thereby does not exceed 100% of Notes at the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timetime outstanding.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business which are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of businessbusiness and treating as non-delinquent any delinquency which is being contested in good faith and by appropriate proceedings, provided all such Liens in which proceedings have the aggregate would not (even if enforced) cause a Material Adverse Effecteffect of preventing the forfeiture or sale of the property subject thereto; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement liens with respect to judgments which do not constitute an Event of such Liens is effectively stayed Default and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,00025,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) Liens on assets of Persons which become Subsidiaries after the date of this Agreement, provided, however, that such Liens existed at the time the respective Persons became Subsidiaries and were not created in anticipation thereof and such liens do not extend to any other property of the Company (except proceeds of such property, and in the case of Liens on real estate or equipment, items which become fixtures on such real estate or are accessions to such equipment pursuant to the terms of the original agreement governing such Lien); (j) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 90 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any time.,

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.1 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges or levies which are not delinquent delinquent, are being contested in good faith or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.7, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business which are not delinquent or remain payable without penalty or which delinquent, are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject theretoremain payable without penalty; (e) Liens incidental to the conduct of business or the ownership of properties and assets (other than any Lien imposed by ERISA) consisting of pledges or deposits required incurred in the ordinary course of business and not in connection with the borrowing of money (including Liens in connection with workers' compensation, unemployment insurance and other social security legislation); (f) Liens on the property of the Company or any of its Subsidiaries securing (i) the non-delinquent nondelinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety bonds (excluding appeal bonds and appeal bonds, other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent nondelinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment judgment, award or judicial attachment liensLiens and Liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that the time for the appeal or petition for rehearing of which shall not have expired, or the enforcement of such Liens is effectively stayed and all such liens Liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,0001,000,000; (h) easements, rights-of-way, restrictions, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties and other similar encumbrances incurred which are necessary for the conduct of the activities of the Company and its Subsidiaries or which customarily exist on properties of entities engaged in the ordinary course of business whichsimilar activities and similarly situated, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) Liens on assets of corporations which become Subsidiaries after the date of this Agreement, provided, however, that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof; (j) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of businessbusiness or in connection with a Permitted Transaction or a Permitted Investment, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; , provided that (i) any such Lien attaches to such property concurrently with or within 20 60 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, transaction and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (jk) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (kl) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, FRB and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (lm) any other Liens if the aggregate amount securing Indebtedness of obligations of a Subsidiary to the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timeto another Subsidiary.

Limitation on Liens. The Company shall will not, and shall will not suffer or permit any Consolidated Subsidiary to, directly create or indirectly, make, create, incur, assume or suffer to exist be incurred or to exist, any Lien upon on its or with respect to any part of its propertytheir property or assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, or transfer any property for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire any property or assets upon conditional sales agreements or other than the following ("Permitted Liens"):title retention devices, except: (a) any Lien existing on Liens for property taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided payment thereof is not at the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such datetime required by SECTION 5.3; (b) Liens of or resulting from any Lien created under judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the Company or a Consolidated Subsidiary shall at any Loan Documenttime in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or incidental to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course conduct of business which are not delinquent or remain payable without penalty or which are being contested in good faith the ownership of properties and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; assets (e) including Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' the making of loans to customers, worker's compensation, unemployment insurance and other social security legislation; (flike laws, warehousemen's and attorneys' liens and statutory landlords' liens) and Liens on to secure the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, tenders or trade contracts (other than for borrowed money)contracts, leases, or to secure statutory obligations, (ii) contingent obligations on surety and or appeal bonds, and (iii) bonds or other non-delinquent obligations Liens of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances general nature incurred in the ordinary course of business whichand not in connection with (i) the borrowing of money or (ii) obligations pursuant to ERISA, provided in each case, the aggregateobligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings; (d) minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, which are not substantial necessary for the conduct of the activities of the Company and its Consolidated Subsidiaries or which customarily exist on properties of corporations engaged in amount, similar activities and similarly situated and which do not in any case event materially detract from impair their use in the value operation of the property subject thereto or interfere with the ordinary conduct of the businesses business of the Company and its Consolidated Subsidiaries; (ie) purchase money security interests on any property acquired or held by Liens securing Indebtedness of a Consolidated Subsidiary to the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such propertyanother Wholly-owned Consolidated Subsidiary; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any time.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Material Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.01 or included in the Company's consolidated financial statements as of June 30, 1997 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code6.07; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings are reasonably anticipated to have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or any of its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its SubsidiariesSubsidiaries taken as a whole; (h) Liens on assets of Subsidiaries acquired by the Company after the date of this Agreement, provided, however, that such Liens existed at the time of the respective acquisition and were not incurred in anticipation thereof; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iiiii) the principal amount of the debt Indebtedness secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRBFederal Reserve Board, and (ii) such deposit account is not intended by the Company or any Material Subsidiary to provide collateral to the depository institutioninstitution except in either case when such deposit accounts are established or required in the ordinary course of business and would not have a Material Adverse Effect; and (l) any other Liens if on Permitted Receivables subject to a Permitted Receivables Purchase Facility; (m) Liens on real property (i) acquired after the aggregate amount of obligations of Closing Date by the Company or any of Subsidiary, provided that such Liens existed at the time such property was acquired and were not created in anticipation thereof or (ii) acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property, provided that is secured by (x) such Liens attach solely to the property so acquired in such transaction, and (y) the principal amount of the Indebtedness secured thereby does not exceed $30,000,000 100% of the cost of such property; and (n) Notwithstanding the provisions of subsections 7.01(a) through (m), there shall be permitted Liens on property (including Liens which would otherwise be in violation of such subsections), provided that the sum of the aggregate at any timeIndebtedness of the Company and its Subsidiaries secured by all Liens permitted under this subsection (n), excluding the Liens permitted under subsections (a) through (m), shall not exceed an amount equal to 3% of the Company's total consolidated assets as shown on its consolidated balance sheet for its most recent prior fiscal quarter.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Material Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 7.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, levies, imposts, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,00020,000,000; (h) easements, rights-of-way, zoning or use restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) Liens on assets of Persons which become Subsidiaries after the date of this Agreement, provided, however, that such Liens existed at the time the respective Persons became Subsidiaries and were not created in anticipation thereof; (j) purchase money security interests on any property acquired acquired, constructed or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 30 days after the acquisition or construction thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired or constructed in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed $10,000,000; (jk) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (kl) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and; (lm) Liens consisting of pledges of cash collateral or government securities to secure on a m▇▇▇-to-market basis Permitted Swap Obligations only, provided that (i) the counterparty to any other Liens if the aggregate amount of obligations of Swap Contract relating to any such Permitted Swap Obligation is under a similar requirement to deliver similar collateral from time to time to the Company or the Subsidiary party thereto on a m▇▇▇-to-market basis; and (ii) the aggregate value of such collateral so pledged by the Company and the Subsidiaries together in favor of any of its Subsidiaries that is counterparty does not at any time exceed $10,000,000. (n) Liens securing Refinancing Indebtedness (as defined in subsection 7.05(f)) which was originally secured by such Liens does not exceed $30,000,000 in the aggregate at any time.a Lien permitted by this Section 7.01,

Limitation on Liens. The Company shall will not, and shall will not suffer or permit any Restricted Subsidiary to, directly create or indirectly, make, create, incur, assume or suffer to exist be incurred or to exist, any Lien upon on its or with respect to any part of its propertytheir property or assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, or transfer any property for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire, or permit any Restricted Subsidiary to acquire or agree to acquire, any property or assets upon conditional sales agreements or other than the following ("Permitted Liens"):title retention devices, except: (a) any Lien existing on Liens for property taxes and assessments or governmental charges or levies and ▇▇▇▇▇ securing claims or demands of mechanics and materialmen; provided that payment thereof is not at the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such datetime required by Section 9.4; (b) Liens of or resulting from any Lien created under judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the Company or a Restricted Subsidiary shall at any Loan Documenttime in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or incidental to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course conduct of business which are not delinquent or remain payable without penalty or which are being contested in good faith the ownership of properties and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; assets (e) including Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' worker's compensation, unemployment insurance and other social security legislation; (flike laws, mechanics', carriers', warehousemen's and attorneys' liens and statutory landlords' liens) and Liens on to secure the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, tenders or trade contracts (other than for borrowed money)contracts, leases, or to secure statutory obligations, (ii) contingent obligations on surety and or appeal bondsbonds or other Liens of like general nature, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all any such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances case incurred in the ordinary course of business whichand not in connection with the borrowing of money; provided in each case, the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings and even if enforced would not cause a Material Adverse Effect on the aggregateCompany and its Subsidiaries, taken as a whole; (d) minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, which are not substantial necessary for the conduct of the activities of the Company and its Restricted Subsidiaries or which customarily exist on properties of corporations engaged in amount, similar activities and similarly situated and which do not in any event materially impair their use in the operation of the business of the Company and its Restricted Subsidiaries; (e) Liens created or incurred after the date of the Closing given to secure the payment of the purchase price incurred in connection with the acquisition or purchase or the cost of construction of property or of assets useful and intended to be used in carrying on the business of the Company or a Restricted Subsidiary, including Liens existing on such property or assets at the time of acquisition thereof or at the time of completion of construction, as the case may be, whether or not such existing Liens were given to secure the payment of the acquisition or purchase price or cost of construction, as the case may be, of the property or assets to which they attach; provided that (i) the Lien shall attach solely to the property or assets acquired, purchased or constructed, (ii) such Lien shall have been created or incurred within 180 days of the date of acquisition or purchase or completion of construction, as the case may be, (iii) at the time of acquisition or purchase or of completion of construction of such property or assets, the aggregate amount remaining unpaid on all Debt secured by Liens on such property or assets, whether or not assumed by the Company or a Subsidiary, shall not exceed an amount equal to 100% of the lesser of the total purchase price or fair market value at the time of acquisition or purchase (as determined in good faith by the Board of Directors of the Company) or the cost of construction on the date of completion thereof, and (iv) at the time of creation, issuance, assumption, guarantee or incurrence of the Debt secured by such ▇▇▇▇ and after giving effect thereto and to the application of the proceeds thereof, no Default or Event of Default would exist; (f) any such Lien existing on property or assets of a corporation at the time such corporation is consolidated with or merged into the Company or a Restricted Subsidiary or its becoming a Restricted Subsidiary, or any Lien existing on any property or assets acquired by the Company or any Restricted Subsidiary at the time such property or assets are so acquired (whether or not the Debt secured thereby shall have been assumed), provided that (i) each such Lien shall extend solely to the property or assets so acquired, and (ii) at the time of creation, issuance, assumption, guarantee or incurrence of the Debt secured by such Lien and after giving effect thereto and to the application of the proceeds thereof, no Default or Event of Default would exist; (g) Liens securing operating leases pursuant to which the Company or a Restricted Subsidiary is the lessee (excluding financing leases, synthetic leases and similar arrangements), in each case incidental to, and not interfering with, the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries, provided that the Lien shall attach solely to the leased property or assets, and provided, further, that such Liens do not, in the aggregate, materially detract from the value of such property; (h) Liens existing on the property subject thereto or interfere with date of this Agreement and securing the ordinary conduct of the businesses Debt of the Company and its Subsidiaries;Subsidiaries referred to in items 3, 4, 5, 6 and 7 of Schedule 5.15; and (i) purchase money security interests on any property acquired extension, renewal or held refunding of any Lien permitted by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that preceding clauses (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereofe), (iif), (g) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iiih) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations this Section 10.9 in respect of capital leases on assets the same property theretofore subject to such leasesLien in connection with the extension, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue renewal or refunding of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institutionthe Debt secured thereby; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by extension, renewal or refunding of Debt shall be without increase in the Company in excess principal amount remaining unpaid as of those set forth by regulations promulgated by the FRBdate of such extension, and renewal or refunding, (ii) such deposit account Lien shall attach solely to the same such property, (iii) the principal amount remaining unpaid as of the date of such extension, renewal or refunding of Debt is not intended less than or equal to the fair market value of the property (determined in good faith by the Board or Directors of the Company) to which such Lien is attached, (iv) at the time of such extension, renewal or refunding and after giving effect thereto, no Default or Event of Default would exist and (v) all Debt of the Company or and its Restricted Subsidiaries secured by any Subsidiary Lien with respect to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations property of the Company or any of its Restricted Subsidiaries that is secured by such Liens does shall not exceed $30,000,000 in the aggregate at any time15% of Consolidated Net Worth.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, No Obligor will create, incur, assume or suffer to exist any Lien upon or with respect to any part of its propertyProperty, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):except: (a) any Lien existing on property of Liens created pursuant to the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such dateSecurity Documents; (b) any Lien created under any Loan DocumentLiens in existence on the date hereof and listed in Part B of Schedule I hereto; (c) Liens imposed by any Governmental Authority for taxes, fees, assessments or other governmental charges which are not delinquent yet due or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have if adequate reserves with respect thereto are maintained on the effect of preventing the forfeiture or sale books of the property subject theretoParent or the affected Subsidiaries, as the case may be, in accordance with GAAP; (ed) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' under worker's compensation, unemployment insurance and other social security legislation; (fe) Liens on deposits to secure the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed moneyIndebtedness), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, performance bonds and (iii) other non-delinquent obligations of a like nature; in each case, nature incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect;; and (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (hf) easements, rights-of-way, restrictions restrictions, rights of lessees and other similar encumbrances incurred in the ordinary course of business whichand encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto that, in the aggregate, are not substantial material in amount, and which that do not in any case materially detract from the value of the property Property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue business of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in the aggregate at any timeObligor.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.07, provided that no notice of lien has been filed or recorded under the Code; (db) carriersCarriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (ec) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (fd) Liens on the property of the Company or its Subsidiaries Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (ge) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,0001,000,000; (hf) easementsEasements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (kg) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (lh) Liens consisting of pledges of cash collateral or government securities to secure on a mark-to-market basis Permitted Sw▇▇ ▇bligations only, provided that (i) the counterparty to any Swap Contract relating to any such Permitted Swap Obligation is under a similar requirement to deliver similar collateral from time to time to the Company or the Subsidiary party thereto on a mark-to-market basis; and (ii) t▇▇ ▇ggregate value of such collateral so pledged by the Company and the Subsidiaries together in favor of any counterparty does not at any time exceed $1,000,000; (i) Liens on the Company's headquarters building securing Indebtedness not exceeding $10,000,000 at any time; and (j) Liens on other Liens if property securing Indebtedness; provided, that, (i) the aggregate amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens Indebtedness does not exceed $30,000,000 5% of Consolidated Net Worth and (ii) in the aggregate at any timecase of Indebtedness of a Subsidiary, the Indebtedness is permitted by Section 7.05.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):): --------------- (a) any Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 8.01 8.1 securing Indebtedness outstanding on ------------ such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-non- payment thereof is permitted by Section 7.077.7, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', loggers', landlords', materialmen's, repairmen's or other similar Liens (whether arising by operation of law, contract, or otherwise) arising in the ordinary course Ordinary Course of business Business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course Ordinary Course of business Business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Company or its Subsidiaries Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course Ordinary Course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse EffectBusiness; (g) Liens consisting of judgment or judicial attachment liens, provided liens that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000constitute an Event of Default; (h) easements, rights-of-way, road use rights, restrictions and other similar encumbrances incurred in the ordinary course Ordinary Course of business Business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) Liens securing obligations in respect of Capital Leases on assets subject to such leases, provided that such Capital Leases are not otherwise prohibited hereunder; (j) purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course Ordinary Course of businessBusiness, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 30 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; , and (jiv) Liens securing obligations in respect the principal amount of capital leases on assets subject to the Indebtedness secured by any and all such leasespurchase money security interests shall not at any time exceed, provided that such capital leases are otherwise together with Indebtedness permitted hereunderunder subsections 8.5(e) and (without duplication) 8.5(h), $10,000,000; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; and (l) any other Liens if on accounts receivable, inventory and proceeds thereof to secure the aggregate amount of obligations of W/C Revolving Loans, the Company or any of its Subsidiaries that is secured by such Liens does not exceed $30,000,000 in L/C Obligations, and the aggregate at any timeSwingline Loans.

Limitation on Liens. The Company (a) Holdings shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (ai) any Lien existing on property of the Company or any Subsidiary on the Closing Effective Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date; (bii) any Lien created under any Loan Document; (ciii) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07subsection 7.07(a), provided that no notice of lien Lien has been filed or recorded under the Code; (div) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (ev) Liens (other than any Lien imposed by ERISAERISA and other than on the Collateral) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (fvi) Liens on the property of the Company or its Subsidiaries securing (iA) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leasesleases (other than Capital Leases), statutory obligations, (iiB) contingent obligations on surety and appeal bonds, and (iiiC) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (gvii) Liens (other than Liens on the Collateral) consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens Liens in the aggregate at any time outstanding for the Company Holdings and its Subsidiaries do not exceed $5,000,0001,000,000; (hviii) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company Holdings and its Subsidiaries; (iix) Liens on specific tangible assets of Persons which become Subsidiaries after the date of this Agreement; provided, however, that (A) such Liens existed at the time the respective Persons became Subsidiaries and were not created in anticipation thereof, (B) any such Lien does not by its terms cover any assets after the time such Person becomes a Subsidiary which were not covered immediately prior thereto, (C) any such Lien does not by its terms secure any Indebtedness other than Indebtedness existing immediately prior to the time such Person becomes a Subsidiary, and (D) such Indebtedness is permitted by Section 8.05(d); (x) purchase money security interests Liens on any property acquired or held by the Company Holdings or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) so acquired in such transaction, and (iii) the principal amount of the debt Indebtedness secured thereby does not exceed 100% of the cost of such property, and (iv) such Indebtedness is permitted under subsection 8.05(d); (jxi) Liens securing obligations in respect of capital leases Capital Leases on assets subject to such leases, provided that such capital leases Capital Leases are otherwise permitted hereunder; (kxii) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (iA) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company Holdings in excess of those set forth by regulations promulgated by the FRB, and (iiB) such deposit account is not intended by the Company Holdings or any Subsidiary to provide collateral to the depository institution; (xiii) Liens consisting of pledges of cash collateral or government securities to secure on a mark-to-market basis Permitted Swap Obligations only, provided that (▇) the counterparty to any Swap Contract relating to such Permitted Swap Obligation is under a similar requirement to deliver similar collateral from time to time to Holdings or the Subsidiary party thereto on a mark-to-market basis; and (B) the aggregate value of such collatera▇ ▇▇ pledged by Holdings and the Subsidiaries together in favor of any counterparty does not at any time exceed $3,000,000; and (lxiv) any other Liens if the aggregate not otherwise permitted hereunder securing Indebtedness in principal amount of obligations of the Company or any of its Subsidiaries that is secured by such Liens does not exceed exceeding $30,000,000 5,000,000 in the aggregate at any timetime outstanding; provided that (A) no such Lien shall attach to any Collateral and (B) such Indebtedness is otherwise permitted hereunder. (b) Holdings shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist any agreement (other than this Agreement) prohibiting or conditioning the creation or assumption of any Lien upon any of its properties, revenues or assets, whether now owned or hereafter acquired. Notwithstanding the foregoing, no other Liens may exist at any time on or with respect to the Pledged Collateral.

Limitation on Liens. The Company Companies shall not, and shall not suffer or permit any Subsidiary of a Company to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its propertyProperty, whether now owned or hereafter acquired, other than the following ("Permitted Liens"): (a) any Lien existing on property the Property of the either Company or any Subsidiary its Subsidiaries on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such dateEffective Date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code6.04; (dc) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or 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, which proceedings have the effect of preventing the forfeiture or sale of the property Property subject theretothereto or if such reserve or other appropriate provision, if any, required by GAAP shall have been made therefor; (ed) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (fe) Liens on the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of tenders, bids, trade contracts (other than for borrowed money), government contracts, leases, statutory obligations, and performance and return-of-money bonds, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (gf) Liens consisting of judgment or judicial attachment liens, provided that the enforcement judgment secured by any such Lien shall, within 45 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been discharged within 45 days after the expiration of any such stay and such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000constitute an Event of Default; (hg) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the either Company and its Subsidiaries; (h) Liens on assets of entities which become Subsidiaries after the date of this Agreement, provided, however, that such Liens existed at the time the respective entities became Subsidiaries and were not created in anticipation thereof; (i) purchase money mortgages (including chattel mortgages) or other purchase money liens or conditional sale or other title retention or security interests agreements incurred in connection with the acquisition or construction of any real or personal property, or mortgages or liens or conditional sale or other title retention agreements or security agreements existing on any such property acquired at the time of acquisition or held by the Company construction or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part placed thereon within one year of the cost acquisition or completion of acquiring such propertyconstruction thereof; provided that (i) any every such Lien attaches to such property concurrently with mortgage, lien or within 20 days after the acquisition thereof, (ii) such Lien attaches solely agreement shall apply only to the property (including proceeds thereof) so acquired in such transactionoriginally subject thereto and fixed improvements, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such propertyif any, then existing or thereafter erected thereon; (j) Liens securing obligations in respect any interest or title of a lessor under any capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunderor operating lease; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company Company, the Companies or the Subsidiary owning the affected deposit account or other funds maintained with a creditor depository institution in excess of those set forth by regulations promulgated by the FRBFederal Reserve Board, and (ii) such deposit account is not intended by the affected Company or any Subsidiary of its Subsidiaries to provide collateral to the depository institution; (l) Leases or subleases granted to others in the ordinary course of business not interfering with the ordinary conduct of the business of the grantor thereof; (m) Liens created pursuant to applications or reimbursement agreements pertaining to documentary letters of credit which encumber documents and other property relating to such documentary letters of credit and the products and proceeds thereof; (n) the extension, renewal or replacement of any Lien permitted by this Section 7.01 in respect of all or part of the same property theretofore subject thereto or the extension, renewal or replacement or all or part of the Indebtedness secured thereby immediately prior to such extension, renewal or replacement so long as the aggregate principal amount of Indebtedness secured by all or any such property immediately prior to such extension, renewal or replacement is not increased; (o) Liens attaching to ownership interests in joint ventures (whether in partnership, corporate or other form) engaged in the LOS/DOS Business or attaching to intellectual property rights relating to the LOS/DOS Business; and (lp) Liens which do not fall in any other Liens if of the foregoing subsections so long as the aggregate outstanding amount of obligations of the Company or any of its Subsidiaries that is Indebtedness secured by such Liens does not exceed $30,000,000 in the aggregate at any time25,000,000.

Limitation on Liens. The Company shall not, and shall not suffer or permit any Subsidiary of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its propertyProperty, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):following: (a) any Lien existing on property the Property of the Company or any Subsidiary its Subsidiaries on the Closing Date and set forth in Schedule 8.01 securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.076.06, provided that no notice Notice of lien Lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course Ordinary Course of business Business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property Property subject thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course Ordinary Course of business Business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the property Property of the Company or any of its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course Ordinary Course of businessBusiness, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,00010,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course Ordinary Course of business Business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property Property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (i) purchase Liens on assets of corporations which become Subsidiaries after the date of this Agreement, PROVIDED, HOWEVER, that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof; (j) Purchase money security interests on any property Property acquired or held by the Company or its Subsidiaries in the ordinary course Ordinary Course of business, Business securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertyProperty; provided that PROVIDED THAT (i) any such Lien attaches to such property Property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property (including proceeds thereof) Property so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; Property, and (jiv) Liens securing obligations in respect the principal amount of capital leases on assets subject to the Indebtedness secured by any and all such leases, provided that such capital leases are otherwise permitted hereunderpurchase money security interests shall not at any time exceed $50,000,000; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that PROVIDED THAT (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRBFederal Reserve Board, and (ii) such deposit account is not intended by the Company or any Subsidiary of its Subsidiaries to provide collateral to the depository institution; and; (l) any other Liens if on Property, PROVIDED that the sum of the aggregate amount of obligations of the Company or any of its Subsidiaries that is Indebtedness secured by such other Liens does (exclusive of Indebtedness secured by Liens permitted by clauses (a) through (k) hereof) shall not exceed $30,000,000 in an amount equal to five percent (5%) of the aggregate at Company's total assets as shown on its consolidated balance sheet for its most recent prior fiscal quarter; PROVIDED, HOWEVER, that for purposes of this Section 7.01, the term "Property" shall exclude the Company's common and cumulative preference stock, short and long-term marketable securities and options or other financial derivative instruments related to any timeof the foregoing.

Limitation on Liens. (a) The Company shall will not, and shall will not suffer or permit any Subsidiary to, directly create or indirectly, make, create, incur, assume or suffer to exist be incurred or to exist, any Lien upon on its or with respect to any part of its propertytheir property or assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, or transfer any property for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire, or permit any Subsidiary to acquire, any property or assets upon conditional sales agreements or other than the following ("Permitted Liens"):title retention devices, except: (a1) Liens for property taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided that payment thereof is not at the time required by Section 6.3; (2) Liens of or resulting from any Lien existing on property judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the Company or a Subsidiary shall at any Subsidiary on the Closing Date time in good faith be prosecuting an appeal or proceeding for a review and set forth in Schedule 8.01 securing Indebtedness outstanding on respect of which a stay of execution pending such dateappeal or proceeding for review shall have been secured; (b) any Lien created under any Loan Document; (c3) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or incidental to the extent that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course conduct of business which are not delinquent or remain payable without penalty or which are being contested in good faith the ownership of properties and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; assets (e) including Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' worker's compensation, unemployment insurance and other social security legislation; (flike laws, warehousemen's and attorneys' liens and statutory landlords' liens) and Liens on to secure the property of the Company or its Subsidiaries securing (i) the non-delinquent performance of bids, tenders or trade contracts (other than for borrowed money)contracts, leases, or to secure statutory obligations, (ii) contingent obligations on surety and or appeal bondsbonds or other Liens of like general nature, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all any such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances case incurred in the ordinary course of business whichand not in connection with the borrowing of money, provided in each case, the aggregateobligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings; (4) minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, which are not substantial necessary for the conduct of the activities of the Company and its Subsidiaries or which customarily exist on properties of corporations engaged in amount, similar activities and similarly situated and which do not in any case event materially detract from impair their use in the value operation of the property subject thereto or interfere with the ordinary conduct business of the businesses of Company, and the Company and its Subsidiaries; (i) purchase money security interests on any property acquired , taken as a whole, or held by the Company or its Subsidiaries in the ordinary course value of business, securing Indebtedness incurred or assumed such properties for the purpose of financing all such business; (5) Liens securing Indebtedness of a Subsidiary to the Company or to another Wholly-owned Subsidiary; (6) Liens existing as of November 8, 1995 and described on Annex IV hereto and any part extensions, renewals or replacements, in whole or in part, of the cost of acquiring any such property; Lien, provided that (i) any such Lien attaches to extension, renewal or replacement of Indebtedness shall be without increase in the principal amount remaining unpaid as of the date of such property concurrently with extension, renewal or within 20 days after the acquisition thereofreplacement, (ii) such Lien attaches shall attach solely to the same property (including proceeds thereof) so acquired in theretofore subject to such transaction, Lien and (iii) after giving effect to any such extension, renewal or refunding and to the principal amount application of the debt secured thereby does not exceed 100% proceeds thereof, no Default or Event of the cost of such propertyDefault would exist; (j7) Liens securing obligations created or incurred after November 8, 1995 given to secure the payment of the purchase price or cost of construction of property or assets useful and intended to be used in respect carrying on the business of capital leases the Company or a Subsidiary, including Liens existing on such property or assets subject at the time of acquisition thereof, whether or not such existing Liens were given to such leasessecure the payment of the purchase price of the property or assets to which they attach, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject except in connection with industrial development bond financings where applicable law shall otherwise require, the Lien shall attach solely to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRBproperty or assets acquired, and purchased or constructed, (ii) such deposit account Lien shall have been created or incurred within 180 days of the date of acquisition or purchase or of completion of construction, as the case may be, (iii) at the time of acquisition or purchase or the date of completion of construction, as the case may be, the aggregate amount remaining unpaid on all Indebtedness secured by Liens on such property or assets, whether or not assumed by the Company or a Subsidiary, shall not exceed fair market value at the time of acquisition or purchase or the date of completion of the construction of such property or assets (as determined in good faith by the Board of Directors of the Company) and (iv) at the time of creation, issuance, assumption, guarantee or incurrence of the Indebtedness relating to such Lien and after giving effect thereto and to the application of the proceeds thereof, no Default or Event of Default would exist; (8) Liens affixed on real or personal property existing (i) at the time of acquisition thereof, whether or not the Indebtedness secured thereby is assumed by the Company or any of its Subsidiaries, or (ii) on the property or outstanding shares of a corporation at the time such corporation is merged into or consolidated with the Company or a Subsidiary or at the time of a sale, lease or other disposition of the properties or outstanding shares or Indebtedness of a corporation or firm as an entirety to the Company or a Subsidiary; provided that (A) the amount of Indebtedness secured by such Liens shall not intended exceed an amount equal to the fair market value of such real or personal property (as determined in good faith by the Board of Directors of the Company) and (B) at the time of the creation, issuance, assumption, guarantee or incurrence of the Indebtedness relating to any such Lien and after giving effect thereto and to the application of the proceeds thereof, no Default or Event of Default would exist; and (9) Liens created or incurred after November 8, 1995 given to secure Indebtedness of the Company or any Subsidiary in addition to the Liens permitted by the preceding clauses (1) through (8) hereof, provided that all Indebtedness secured by such Liens shall have been incurred within the limitations provided in Section 6.8(a)(2). (b) If at any time the Company is requested by any holder of Indebtedness of the Company or any Subsidiary to provide collateral to gran▇ ▇ ▇▇▇▇ (▇▇her than a Lien expressly permitted by Section 6.9(a)) on any of the depository institution; and (l) any other Liens if the aggregate amount of obligations property or assets of the Company or any of its Subsidiaries that is secured as security for the payment of such Indebtedness, then and in such event the Company shall at least ten Business Days prior to the granting of any such Lien so notify the holders of the Notes and, concurrently with the granting of such Lien, the Company shall, in a manner satisfactory to the Requisite Holders, equally and ratably secure the Notes with the such Indebtedness under and pursuant to a mortgage, security agreement or other agreement securing such Indebtedness and pursuant to an intercreditor agreement to be entered into by the holder or holders of such Liens does not exceed $30,000,000 Indebtedness with the holders of the Notes confirming such equal and ratable security of the such Indebtedness and the Notes, and the Company shall furnish to the holders of the Notes on the date of the creation or incurrence of such Lien an opinion of independent counsel (which independent counsel shall be satisfactory to the Requisite Holders) to such effect and otherwise in form and substance satisfactory to the aggregate at any timeRequisite Holders.