Common use of Liens and Encumbrances; Negative Pledge Clause in Contracts

Liens and Encumbrances; Negative Pledge. No Borrower will create, permit or suffer the creation or existence of any Liens on any of its property or assets (real or personal, tangible or intangible), except as follows (collectively, the "Permitted Liens"): a. Liens in favor of Administrative Agent as security for the Obligations under the Loan Documents; and b. Liens arising in favor of sellers or lessors for indebtedness and obligations incurred to purchase or lease fixed or capital assets as permitted under Section 5.2.c or Section 5.2.d, provided, that (1) such Liens secure only the indebtedness and obligations created thereunder (but not any related monetary obligations under non-compete and consulting arrangements) and are limited to the assets purchased or leased pursuant thereto, and (2) such fixed or capital assets do not constitute (a) customized application software or systems integration software unless Borrowers have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenders, or (b) equity interests in or substantially all of the assets of another enterprise, or (c) any other asset the loss of which could reasonably be expected to have or cause a Material Adverse Effect unless Borrowers have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenders, and, (3) if the agreement giving rise to such Lien constitutes a Material Contract, Borrower shall have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenders; and c. Liens for taxes, assessments or other governmental charges (federal, state or local) that are not yet delinquent or that are then being currently contested in good faith by appropriate proceedings diligently prosecuted, provided, however, that (1) the existence of such Liens and challenge of such charges must have been fully disclosed to Administrative Agent, and (2) adequate reserves therefor in accordance with GAAP must have been established, and (3) such Liens (in Administrative Agent's reasonable opinion) could not reasonably be expected to have or cause a Material Adverse Effect; and d. Deposits in the ordinary course of business to secure obligations under workmen's compensation, unemployment insurance or social security laws or similar legislation; and e. Deposits to secure performance or payment bonds, bids, tenders, contracts, leases, franchises or public and statutory obligations required in the ordinary course of business; and f. Deposits to secure surety, appeal or custom bonds required in the ordinary course of business; and g. Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not past due or for sums being currently contested in good faith by appropriate proceedings diligently prosecuted, provided, however, that (1) the existence of such Liens and challenge of such sums allegedly due must have been fully disclosed to Administrative Agent, and (2) adequate reserves therefor in accordance with GAAP must have been established, and (3) such Liens (in Administrative Agent's reasonable opinion) could not reasonably be expected to have or cause a Material Adverse Effect; and h. Easements, rights-of-way, restrictions and other similar encumbrances on real property of a Borrower that, independently and in the aggregate, do not (1) materially interfere with the occupation, use or enjoyment by such Borrower of the property or assets encumbered thereby in the normal course of business or (2) materially impair the value of the property subject thereto; and i. Liens listed on Schedule 5.5 with the consent of Required Lenders through Administrative Agent (which consent will not be unreasonably withheld while no Default is occurring). No Borrower will similarly covenant to or in favor of any other Person that it will not create, permit or suffer the creation or existence of any Liens on any of its property or assets. In addition, no Borrower will purchase or otherwise acquire any additional assets (including any leasehold interest therefor) unless Administrative Agent's interest in such property either (a) is already covered and perfected pursuant to an existing and effective UCC-1 financing statement, fixture filing, mortgage and/or leasehold mortgage (as appropriate) in favor of Administrative Agent or (b) otherwise becomes properly perfected within 5 calendar days after any such acquisition by such Borrower's filing (at its expense) all necessary UCC-1 financing statements, fixture filings, mortgages and/or leasehold mortgages (as appropriate, and in form and substance reasonably acceptable to Administrative Agent). Moreover, no Borrower will establish or maintain any "securities account" with any "securities intermediary" (as such terms are defined in Article 8 of the UCC) except as permitted under Section 5.7.

Liens and Encumbrances; Negative Pledge. No Borrower will create, permit or suffer the creation or existence of any Liens on any of its property or assets (real or personal, tangible or intangible), except as follows (collectively, the "Permitted Liens"): a. Liens in favor of Administrative Agent as security for the Obligations under the Loan Documents; and b. Liens arising in favor of sellers or lessors for indebtedness and obligations incurred to purchase or lease fixed or capital assets as permitted under Section 5.2.c or Section 5.2.d, provided, that (1) such Liens secure only the indebtedness and obligations created thereunder (but not any related monetary obligations under non-compete and consulting arrangements) and are limited to the assets purchased or leased pursuant thereto, and (2) such fixed or capital assets do not constitute (a) customized application software or systems integration software software, unless Borrowers have furnished Administrative Agent with an estoppel and consent from the holder of such Lien Seller or Lessor in form and substance satisfactory to the Lenders, ; or (b) equity interests in or substantially all of the assets of another enterprise, or (c) any other asset the loss of which could reasonably be expected to have or cause a Material Adverse Effect unless Borrowers have furnished Administrative Agent with an estoppel and consent from the holder of such Lien Seller or Lessor in form and substance satisfactory to Lenders, and, (3) if the agreement giving rise to such Lien constitutes a Material Contract, Borrower shall have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenders; and c. Liens for taxes, assessments or other governmental charges (federal, state or local) that are not yet delinquent or that are then being currently contested in good faith by appropriate proceedings diligently prosecuted, provided, however, that (1) the existence of such Liens and challenge of such charges must have been fully disclosed to Administrative Agent, and (2) adequate reserves therefor in accordance with GAAP must have been established, and (3) such Liens (in Administrative Agent's reasonable opinion) could not reasonably be expected to have or cause a Material Adverse Effect; and d. Deposits in the ordinary course of business to secure obligations under workmen's compensation, unemployment insurance or social security laws or similar legislation; and e. Deposits to secure performance or payment bonds, bids, tenders, contracts, leases, franchises or public and statutory obligations required in the ordinary course of business; and f. Deposits to secure surety, appeal or custom bonds required in the ordinary course of business; and g. Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not past due or for sums being currently contested in good faith by appropriate proceedings diligently prosecuted, provided, however, that (1) the existence of such Liens and challenge of such sums allegedly due must have been fully disclosed to Administrative Agent, and (2) adequate reserves therefor in accordance with GAAP must have been established, and (3) such Liens (in Administrative Agent's reasonable opinion) could not reasonably be expected to have or cause a Material Adverse Effect; and h. Easements, rights-of-way, restrictions and other similar encumbrances on real property of a Borrower that, independently and in the aggregate, do not (1) materially interfere with the occupation, use or enjoyment by such Borrower of the property or assets encumbered thereby in the normal course of business or (2) materially impair the value of the property subject thereto; and i. Liens listed on Schedule 5.5 with the consent of Required Lenders through Administrative Agent (which consent will not be unreasonably withheld while no Default is occurring). No Borrower will similarly covenant to or in favor of any other Person that it will not create, permit or suffer the creation or existence of any Liens on any of its property or assets. In addition, no Borrower will purchase or otherwise acquire any additional assets (including any leasehold interest therefor) unless Administrative Agent's interest in such property either (a) is already covered and perfected pursuant to an existing and effective UCC-1 financing statement, fixture filing, mortgage and/or leasehold mortgage (as appropriate) in favor of Administrative Agent or (b) otherwise becomes properly perfected within 5 calendar days after any such acquisition by such Borrower's filing (at its expense) all necessary UCC-1 financing statements, fixture filings, mortgages and/or leasehold mortgages (as appropriate, and in form and substance reasonably acceptable to Administrative Agent). Moreover, no Borrower will establish or maintain any "securities account" with any "securities intermediary" (as such terms are defined in Article 8 of the UCC) except as permitted under Section 5.7.

Liens and Encumbrances; Negative Pledge. No Borrower will create, permit or suffer the creation or existence of any Liens on any of its property or assets (real or personal, tangible or intangible), except as follows (collectively, the "“Permitted Liens"”): a. Liens in favor of Administrative Agent Lender as security for the Obligations under the Loan Documents; and b. Liens arising in favor of sellers or lessors for indebtedness and obligations incurred to purchase or lease fixed or capital assets as permitted under Section 5.2.c or Section 5.2.d, provided, that (1) such Liens secure only the indebtedness and obligations created thereunder (but not any related monetary obligations under non-compete and consulting arrangements) and are limited to the assets purchased or leased pursuant thereto, and (2) such fixed or capital assets do not constitute (a) customized application software or systems integration software unless Borrowers have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenders, or (b) equity interests in or substantially all of the assets of another enterprise, or (c) any other asset the loss of which could reasonably be expected to have or cause a Material Adverse Effect unless Borrowers have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenders, and, (3) if the agreement giving rise to such Lien constitutes a Material Contract, Borrower shall have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenders; and c. Liens for taxes, assessments or other governmental charges (federal, state or local) that are not yet delinquent or that are then being currently contested in good faith by appropriate proceedings diligently prosecuted, provided, however, that (1) the existence of such Liens and challenge of such charges must have been fully disclosed to Administrative AgentLender, and (2) adequate reserves therefor in accordance with GAAP must have been established, and (3) such Liens (in Administrative Agent's Lender’s reasonable opinion) could not reasonably be expected to have or cause a Material Adverse Effect; and d. c. Deposits in the ordinary course of business to secure obligations under workmen's ’s compensation, unemployment insurance or social security laws or similar legislation; and e. d. Deposits to secure performance or payment bonds, bids, tenders, contracts, leases, franchises or public and statutory obligations required in the ordinary course of business; and f. e. Deposits to secure surety, appeal or custom bonds required in the ordinary course of business; and g. f. Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not past due or for sums being currently contested in good faith by appropriate proceedings diligently prosecuted, provided, however, that (1) the existence of such Liens and challenge of such sums allegedly due must have been fully disclosed to Administrative AgentLender, and (2) adequate reserves therefor in accordance with GAAP must have been established, and (3) such Liens (in Administrative Agent's Lender’s reasonable opinion) could not reasonably be expected to have or cause a Material Adverse Effect; and h. g. Easements, rights-of-way, restrictions and other similar encumbrances on real property of a Borrower that, independently and in the aggregate, do not (1) materially interfere with the occupation, use or enjoyment by such Borrower of the property or assets encumbered thereby in the normal course of business or (2) materially impair the value of the property subject thereto; and i. h. Liens listed on Schedule 5.5 with the consent of Required Lenders through Administrative Agent Lender (which consent will not be unreasonably withheld by Lender while no Event of Default is occurring). No Borrower will similarly covenant to or in favor of any other Person that it will not create, permit or suffer the creation or existence of any Liens on any of its property or assets. In addition, no Borrower will purchase or otherwise acquire any additional assets (including any leasehold interest therefor) unless Administrative Agent's Lender’s interest in such property either (a) is already covered and perfected pursuant to an existing and effective UCC-1 or PPSA financing statement, CCQ hypothec filing, fixture filing, mortgage and/or leasehold mortgage (as appropriate) in favor of Administrative Agent Lender or (b) otherwise becomes properly perfected within 5 calendar days after any such acquisition by such Borrower's ’s filing (at its expense) all necessary UCC-1 or PPSA financing statements, CCQ hypothec filing, fixture filings, mortgages and/or leasehold mortgages (as appropriate, and in form and substance reasonably acceptable to Administrative AgentLender). Moreover, no Borrower will establish or maintain any "“securities account" ” with any "“securities intermediary" ” (as such terms are defined in Article 8 of the UCC) except as permitted under Section 5.7.

Liens and Encumbrances; Negative Pledge. No Borrower will create, permit or suffer the creation or existence of any Liens on any of its property or assets (real or personal, tangible or intangible), except as follows (collectively, the "Permitted Liens"): a. Liens in favor of Administrative Agent as security for the Obligations under the Loan Documents; and b. Liens arising in favor of sellers or lessors for indebtedness and obligations incurred to purchase or lease fixed or capital assets as permitted under Section 5.2.c or Section 5.2.d, provided, that (1) such Liens secure only the indebtedness and obligations created thereunder (but not any related monetary obligations under non-compete and consulting arrangements) and are limited to the assets purchased or leased pursuant thereto, and (2) such fixed or capital assets do not constitute (a) customized application software or systems integration software unless Borrowers have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenderssoftware, or (b) equity interests in or substantially all of the assets of another enterprise, or (c) any other asset the loss of which could reasonably be expected to have or cause a Material Adverse Effect unless Borrowers have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenders, and, (3) if the agreement giving rise to such Lien constitutes a Material Contract, Borrower shall have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to LendersEffect; and c. Liens for taxes, assessments or other governmental charges (federal, state or local) that are not yet delinquent or that are then being currently contested in good faith by appropriate proceedings diligently prosecuted, provided, however, that (1) the existence of such Liens and challenge of such charges must have been fully disclosed to Administrative Agent, and (2) adequate reserves therefor in accordance with GAAP must have been established, and (3) such Liens (in Administrative Agent's reasonable opinion) could not reasonably be expected to have or cause a Material Adverse Effect; and d. Deposits in the ordinary course of business to secure obligations under workmen's compensation, unemployment insurance or social security laws or similar legislation; and e. Deposits to secure performance or payment bonds, bids, tenders, contracts, leases, franchises or public and statutory obligations required in the ordinary course of business; and f. Deposits to secure surety, appeal or custom bonds required in the ordinary course of business; and g. Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not past due or for sums being currently contested in good faith by appropriate proceedings diligently prosecuted, provided, however, that (1) the existence of such Liens and challenge of such sums allegedly due must have been fully disclosed to Administrative Agent, and (2) adequate reserves therefor in accordance with GAAP must have been established, and (3) such Liens (in Administrative Agent's reasonable opinion) could not reasonably be expected to have or cause a Material Adverse Effect; and h. Easements, rights-of-way, restrictions and other similar encumbrances on real property of a Borrower that, independently and in the aggregate, do not (1) materially interfere with the occupation, use or enjoyment by such Borrower of the property or assets encumbered thereby in the normal course of business or (2) materially impair the value of the property subject thereto; and i. Liens listed on Schedule 5.5 with the consent of Required Lenders through Administrative Agent (which consent will not be unreasonably withheld while no Default is occurring). No Borrower will similarly covenant to or in favor of any other Person that it will not create, permit or suffer the creation or existence of any Liens on any of its property or assets. In addition, no Borrower will purchase or otherwise acquire any additional assets (including any leasehold interest therefor) unless Administrative Agent's interest in such property either (a) is already covered and perfected pursuant to an existing and effective UCC-1 financing statement, fixture filing, mortgage and/or leasehold mortgage (as appropriate) in favor of Administrative Agent or (b) otherwise becomes properly perfected within 5 calendar days after any such acquisition by such Borrower's filing (at its expense) all necessary UCC-1 financing statements, fixture filings, mortgages and/or leasehold mortgages (as appropriate, and in form and substance reasonably acceptable to Administrative Agent). Moreover, no Borrower will establish or maintain any "securities account" with any "securities intermediary" (as such terms are defined in Article 8 of the UCC) except as permitted under Section 5.7.

Liens and Encumbrances; Negative Pledge. No Borrower will create, permit or suffer the creation or existence of any Liens on any of its property or assets (real or personal, tangible or intangible), except as follows (collectively, the "Permitted Liens"): a. Liens in favor of Administrative Agent as security for the Obligations under the Loan Documents; and b. Liens arising in favor of sellers or lessors for indebtedness and obligations incurred to purchase or lease fixed or capital assets as permitted under Section 5.2.c or Section 5.2.d, provided, that (1) such Liens secure only the indebtedness and obligations created thereunder (but not any related monetary obligations under non-compete and consulting arrangements) and are limited to the assets purchased or leased pursuant thereto, and (2) such fixed or capital assets do not constitute (a) customized application software or systems integration software unless Borrowers have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenderssoftware, or (b) equity interests in or substantially all of the assets of another enterprise, or (c) any other asset the loss of which could reasonably be expected to have or cause a Material Adverse Effect unless Borrowers have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenders, and, (3) if the agreement giving rise to such Lien constitutes a Material Contract, Borrower shall have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to LendersEffect; and c. Liens for taxes, assessments or other governmental charges (federal, state or local) that are not yet delinquent or that are then being currently contested in good faith by appropriate proceedings diligently prosecuted, provided, however, that (1) the existence of such Liens and challenge of such charges must have been fully disclosed to Administrative Agent, and (2) adequate reserves therefor in accordance with GAAP must have been established, and (3) such Liens (in Administrative Agent's reasonable opinion) could not reasonably be expected to have or cause a Material Adverse Effect; and d. Deposits Liens or deposits in the ordinary course of business to secure obligations under workmen's compensation, unemployment insurance or social security laws or similar legislation; and e. Deposits to secure performance or payment bonds, bids, tenders, contracts, leases, franchises or public and statutory obligations required in the ordinary course of business; and f. Deposits to secure surety, appeal or custom bonds required in the ordinary course of business; and g. Liens Possessory liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not more than 30 calendar days past due or for sums being currently contested in good faith by appropriate proceedings diligently prosecuted, provided, however, that (1) the existence of such Liens and challenge of such sums allegedly due must have been fully disclosed to Administrative Agent, and (2) adequate reserves therefor in accordance with GAAP must have been established, and (3) such Liens (in Administrative Agent's reasonable opinion) could not reasonably be expected to have or cause a Material Adverse Effect; and h. Easements, rights-of-way, restrictions and other similar encumbrances on real property of a Borrower that, independently and in the aggregate, do not (1) not materially interfere with the occupation, use or enjoyment by such Borrower of the property or assets encumbered thereby in the normal course of business or (2) materially impair the value of the property subject theretobusiness; and i. Attachment and/or judgment Liens (i) that are being contested in good faith by appropriate proceedings diligently prosecuted, and (ii) for which adequate reserves (if any) have been established in accordance with GAAP, and (iii) that (in Administrative Agent's reasonable opinion) could not reasonably be expected to have a Material Adverse Effect; and j. Liens arising from the filing (for notice purposes only) of financing statements in respect of true leases to the extent such leases are permitted under Section 5.2; and k. Liens securing renewals, extensions, modifications and replacements of any Indebtedness secured by a Lien permitted under this Section so long as (i) such Indebtedness is not increased, (ii) such renewal, extension, modification or replacement is not secured by any additional assets, and (iii) such Lien otherwise complies with any stated conditions applicable thereto under this Section; and l. Liens listed on Schedule 5.5 with the consent of Required Lenders through Administrative Agent (which consent will not be unreasonably withheld withheld, delayed or conditioned while no Default is occurring). No Borrower will similarly covenant to or in favor of any other Person that it will not create, permit or suffer the creation or existence of any Liens on any of its property or assets. In addition, no Borrower will purchase or otherwise acquire any additional assets (including any leasehold interest therefor) unless Administrative Agent's interest in such property either (a) is already covered and perfected pursuant to an existing and effective UCC-1 financing statement, fixture filing, mortgage and/or leasehold mortgage (as appropriate) in favor of Administrative Agent or (b) except as provided in Clause "(c)" below, otherwise becomes properly perfected within 5 calendar days after any such acquisition by such Borrower's filing (at its expense) all necessary UCC-1 financing statements, fixture filings, mortgages and/or leasehold mortgages (as appropriate, and in form and substance reasonably acceptable to Administrative Agent)) or (c) with such additional assets or group of related additional assets that do not have a cost or a fair market value in excess of $250,000, otherwise becomes properly perfected within 15 calendar days after any executive officer (including the general counsel) of a Borrower becomes aware that such acquisition necessitates additional filings in order for the interest of Administrative Agent in such assets to be perfected. Moreover, no Borrower will establish or maintain any "securities account" with any "securities intermediary" (as such terms are defined in Article 8 of the UCC) except as permitted under Section 5.7.

Liens and Encumbrances; Negative Pledge. No Borrower Neither Parent nor EXCX will create, permit or suffer the creation or existence of any Liens on any of its property or assets (real or personal, tangible or intangible), except as follows exceptasfollows (collectively, the "“Permitted Liens"):”), which Permitted Liens shall not, unless previously approved as an Event Expenditure, be discharged as an Event Expenditure in connection with any Event: a. Liens in favor of Administrative Agent Lenders as security for the Obligations under the Loan Documents; and b. Liens arising in favor of sellers or lessors for indebtedness and obligations incurred to purchase or lease fixed or capital assets as permitted under Section 5.2.c or Section 5.2.d, provided, that (1) such Liens secure only the indebtedness and obligations created thereunder (but not any related monetary obligations under non-compete and consulting arrangements) and are limited to the assets purchased or leased pursuant thereto, and (2) such fixed or capital assets do not constitute (a) customized application software or systems integration software unless Borrowers have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenders, or (b) equity interests in or substantially all of the assets of another enterprise, or (c) any other asset the loss of which could reasonably be expected to have or cause a Material Adverse Effect unless Borrowers have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenders, and, (3) if the agreement giving rise to such Lien constitutes a Material Contract, Borrower shall have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenders; and c. Liens for taxes, assessments or other governmental charges (federal, state or local) that are not yet delinquent or that are then being currently contested in good faith by appropriate proceedings diligently prosecuted, provided, however, that (1) the existence of such Liens and challenge of such charges must have been fully disclosed to Administrative AgentLenders, and (2) adequate reserves therefor in accordance with GAAP must have been established, and (3) such Liens (in Administrative Agent's Lenders’ reasonable opinion) could not reasonably be expected to have or cause a Material Adverse Effect; and c. Purchase Money Liens; d. Deposits Liens of warehousemen, mechanics, materialmen, workers, repairmen, common carriers, landlords and other similar Liens arising by operation of law or otherwise, not waived in connection herewith, for amounts that are not yet due and payable or which are, being diligently contested in good faith by the Borrower or EXCX, as the case may be, by appropriate proceedings; e. Attachment or judgment Liens individually or in the ordinary course aggregate, not in excess of business $25,000, exclusive of (i) any amounts that are duly bonded or (ii) any amount adequately covered by insurance as to which the insurance company has not disclaimed or disputed in writing its obligations for coverage; f. Deposits or pledges to secure obligations under workmen's worker’s compensation, unemployment insurance or social security laws or similar legislation; andlaws, or under unemployment insurance; e. Deposits g. Deposits, not in excess or $25,000, or pledges to secure performance or payment bonds, bids, tenders, contractscontracts (other than contracts for the payment of money), leases, franchises or public statutory obligations, surety and statutory appeal bonds and other obligations required of like nature arising in the ordinary course of business; and f. Deposits to secure surety, appeal or custom bonds required in the ordinary course of business; and g. Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not past due or for sums being currently contested in good faith by appropriate proceedings diligently prosecuted, provided, however, that (1) the existence of such Liens and challenge of such sums allegedly due must have been fully disclosed to Administrative Agent, and (2) adequate reserves therefor in accordance with GAAP must have been established, and (3) such Liens (in Administrative Agent's reasonable opinion) could not reasonably be expected to have or cause a Material Adverse Effect; and; h. Easements, rights-of-way, restrictions and other similar encumbrances on real property incurred in the ordinary course of a Borrower thatbusiness which, independently and in the aggregate, are not substantial in amount and which do not (1) not materially interfere with the occupation, use or enjoyment by such Borrower of the property or assets encumbered thereby in the normal course of business or (2) materially impair detract from the value of the property subject theretothereto or materially interfere with the ordinary conduct of the business of the Borrower; and i. Liens listed on Schedule 5.5 with Extensions and renewals of the consent of Required Lenders through Administrative Agent (which consent will not be unreasonably withheld while no Default is occurring)foregoing permitted Liens. No Borrower will Neither Parent, the Operating Sub nor EXCXwill similarly covenant to or in favor of any other Person that it will not create, permit or suffer the creation or existence of any Liens on any of its property or assets. In addition, no Borrower will neither Parent, the Operating Sub nor EXCXwill purchase or otherwise acquire any additional assets (including any leasehold interest therefor) unless Administrative Agent's unlessLenders’ interest in such property either (a) is already covered and perfected pursuant to an existing and effective UCC-1 financing statement, fixture filing, mortgage and/or leasehold mortgage (as appropriate) in favor of Administrative Agent or Lendersor (b) otherwise becomes properly perfected within 5 calendar days after any such acquisition by such the Borrower's ’s filing (at its expense) all necessary UCC-1 financing statements, fixture filings, mortgages and/or leasehold mortgages (as appropriate, and in form and substance reasonably acceptable to Administrative AgentLenders). Moreover, no Borrower will establish or maintain any "securities account" with any "securities intermediary" (as such terms are defined in Article 8 of the UCC) except as permitted under Section 5.7.

Liens and Encumbrances; Negative Pledge. No Borrower will not, and shall not permit any of its Subsidiaries to, create, permit or suffer the creation or existence of any Liens on any of its property or assets (real or personal, tangible or intangible), except EXCEPT in favor of Administrative Agent (for the benefit of Lenders) as follows security for the Obligations hereunder, and EXCEPT AS FOLLOWS (collectively, the "Permitted Liens"): a. Liens in favor of Administrative Agent as security for the Obligations under the Loan Documents; and b. Liens arising in favor of sellers or lessors for indebtedness and obligations incurred to purchase or lease fixed or capital assets as permitted under Section 5.2.c Subsection 5.2.C hereof or Section 5.2.dSubsection 5.2.D hereof or Subsection 5.2.E, providedPROVIDED, that THAT (1) such Liens secure only the indebtedness and obligations created thereunder (but not any related monetary obligations under non-compete and consulting arrangements) and are limited to the assets purchased or leased pursuant thereto, and AND (2) such fixed or capital assets do not constitute (a) customized application software or systems integration software unless Borrowers have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenders, or (b) equity interests in or substantially all of the assets of another enterprise, or (c) any other asset the loss of which could reasonably be expected to have or cause a Material Adverse Effect unless Borrowers have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenders, and, (3) if the agreement giving rise to such Lien constitutes a Material Contract, Borrower shall have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to LendersEffect; andAND c. b. Liens for taxes, assessments or other governmental charges (federal, state or local) that are not yet delinquent or that are then being currently contested in good faith by appropriate proceedings diligently prosecuted, provided, however, that (1) the existence of such Liens and challenge of such charges must have been fully disclosed to Administrative Agent, and (2) adequate reserves therefor in accordance with GAAP must have been established, established and (3) a stay of enforcement of any such Liens (Lien is in Administrative Agent's reasonable opinion) could not reasonably be expected to have effect; AND c. Pledges or cause a Material Adverse Effect; and d. Deposits deposits in the ordinary course of business to secure obligations under workmen's compensation, unemployment insurance or social security laws or similar legislation; andAND e. d. Deposits to secure performance or payment bonds, bids, tenders, contracts, leases, franchises or public and statutory obligations required in the ordinary course of business; andAND f. e. Deposits to secure surety, appeal or custom bonds required in the ordinary course of business; andAND g. f. Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not past due or for sums being currently contested in good faith by appropriate proceedings diligently prosecuted, provided, however, that (1) the existence of such Liens and challenge of such sums allegedly due must have been fully disclosed to Administrative Agent, and (2) adequate reserves therefor in accordance with GAAP must have been established, and (3) AND such Liens (in Administrative Agent's reasonable opinion) could not reasonably be expected to have or cause a Material Adverse Effect; andAND h. g. Easements, rights-of-way, restrictions and other similar encumbrances on real property of a Borrower or any of its Subsidiaries that, independently and in the aggregate, do not not (1) materially interfere with the occupation, use or enjoyment by such Borrower entity of the property or assets encumbered thereby in the normal course of business or OR (2) materially impair the value of the property subject thereto; andAND i. h. Liens listed on Schedule 5.5 with the consent of Required Lenders through Administrative Agent (which consent hereof; AND i. Liens securing indebtedness permitted under Section 5.2.I. Borrower will not, and will not be unreasonably withheld while no Default is occurring). No Borrower will permit any of its Subsidiaries to, similarly covenant to or in favor of any other Person that it will not create, permit or suffer the creation or existence of any Liens on any of its property or assets. In addition, no Borrower will purchase or otherwise acquire any additional assets (including any leasehold interest therefor) unless Administrative Agent's interest in such property either (a) is already covered and perfected pursuant to an existing and effective UCC-1 financing statement, fixture filing, mortgage and/or leasehold mortgage (as appropriate) in favor of Administrative Agent or (b) otherwise becomes properly perfected within 5 calendar days after any such acquisition by such Borrower's filing (at its expense) all necessary UCC-1 financing statements, fixture filings, mortgages and/or leasehold mortgages (as appropriate, and in form and substance reasonably acceptable to Administrative Agent). Moreover, no Borrower will establish or maintain any "securities account" with any "securities intermediary" (as such terms are defined in Article 8 of the UCC) except as permitted under Section 5.7.

Liens and Encumbrances; Negative Pledge. No Neither Borrower nor any of its Subsidiaries will create, permit or suffer the creation or existence of any Liens on any of its property or assets (real or personal, tangible or intangible), except as follows (collectively, the "Permitted Liens"): a. Liens in favor of Administrative Agent as security for the Obligations under the Loan Documents; and b. Liens arising in favor of sellers or lessors for indebtedness and obligations incurred to purchase or lease fixed or capital assets as permitted under Section 5.2.c or Section 5.2.d, provided, that (1) such Liens secure only the indebtedness and obligations created thereunder (but not any related monetary obligations under non-compete and consulting arrangements) and are limited to the assets purchased or leased pursuant thereto, and (2) such fixed or capital assets do not constitute (a) customized application software or systems integration software unless Borrowers have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenders, or (b) equity interests in or substantially all of the assets of another enterprise, or (c) any other asset the loss of which could reasonably be expected to have or cause a Material Adverse Effect unless Borrowers have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenders, and, (3) if the agreement giving rise to such Lien constitutes a Material Contract, Borrower shall have furnished Administrative Agent with an estoppel and consent from the holder of such Lien in form and substance satisfactory to Lenders; and c. Liens for taxes, assessments or other governmental charges (federal, state or local) that are not yet delinquent or that are then being currently contested in good faith by appropriate proceedings diligently prosecuted, provided, however, that (1) the existence of such Liens and challenge of such charges must have been fully disclosed to Administrative Agent, and (2) adequate reserves therefor in accordance with GAAP must have been established, and (3) such Liens (in Administrative Agent's reasonable opinion) could not reasonably be expected to have or cause a Material Adverse Effect; and d. Deposits in the ordinary course of business to secure obligations under workmen's compensation, unemployment insurance or social security laws or similar legislation; and e. Deposits to secure performance or payment bonds, bids, tenders, contracts, leases, franchises or public and statutory obligations required in the ordinary course of business; and f. Deposits to secure surety, appeal or custom bonds required in the ordinary course of business; and g. Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not past due or for sums being currently contested in good faith by appropriate proceedings diligently prosecuted, provided, however, that (1) the existence of such Liens and challenge of such sums allegedly due must have been fully disclosed to Administrative Agent, and (2) adequate reserves therefor in accordance with GAAP must have been established, (3) upon the request of Administrative Agent, appropriate waivers and consents have been obtained, and (34) such Liens (in Administrative Agent's reasonable opinion) could not reasonably be expected to have or cause a Material Adverse Effect; and h. Easements, rights-of-way, restrictions and other similar encumbrances on real property of a Borrower that, independently and in the aggregate, do not (1) materially interfere with the occupation, use or enjoyment by such Borrower of the property or assets encumbered thereby in the normal course of business or (2) materially impair the value of the property subject thereto; and i. Liens listed on Schedule 5.5 5.5. Provided, however, the prohibition of this section shall not apply to "margin stock" within the meaning of the FRB's Margin Regulations acquired with the consent of Required Lenders through Administrative Agent (which consent will not be unreasonably withheld while no Default is occurring). No Borrower will similarly covenant to or in favor of any other Person that it will not create, permit or suffer the creation or existence of any Liens on any of its property or assets. In addition, no Borrower will purchase or otherwise acquire any additional assets (including any leasehold interest therefor) unless Administrative Agent's interest in such property either (a) is already covered and perfected pursuant to an existing and effective UCC-1 financing statement, fixture filing, mortgage and/or leasehold mortgage (as appropriate) in favor of Administrative Agent or (b) otherwise becomes properly perfected within 5 calendar days after any such acquisition by such Borrower's filing (at its expense) all necessary UCC-1 financing statements, fixture filings, mortgages and/or leasehold mortgages (as appropriate, and in form and substance reasonably acceptable to Administrative Agent). Moreover, no Borrower will establish or maintain any "securities account" with any "securities intermediary" (as such terms are defined in Article 8 proceeds of the UCC) except as permitted under Section 5.7Term Loan A Facility.