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

Liens and Encumbrances; Negative Pledge. Neither the Company nor any of the Subsidiaries will cause or permit or agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its property, whether now owned or hereafter acquired, to be subject to a lien or encumbrance except for: (a) liens securing taxes, assessments or governmental charges or levies or the claims or demands of materialmen, mechanics, carriers, warehouses, landlords and other like persons in connection with such items permitted by Section 8.1 above; (b) liens incurred or deposits made in the ordinary course of business in connection with worker's compensation, unemployment insurance, social security and other like laws; (c) attachment, judgment and other similar liens arising in connection with court proceedings in an aggregate amount less than $1,000,000; (d) attachment, judgment or other similar liens arising in connection with court proceedings for the payment of money aggregating in excess of $1,000,000, but less than $10,000,000, provided that (i) fewer than 21 days have elapsed from the date of the filing of such lien or liens, or (ii) such lien or liens have been discharged in the full amount or the execution or other enforcement of such lien or liens are effectively stayed or bonded in full, and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (e) reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other similar title exceptions or encumbrances affecting real property, provided they do not materially interfere with its use in the ordinary conduct of the Company's or its Subsidiary's business; (f) inchoate liens arising under ERISA to secure the contingent liability of the Company or any of the Subsidiaries; and (g) the liens and encumbrances disclosed on Schedule 7.10 to this Agreement or made pursuant to the Indebtedness and operating lease rentals permitted by Sections 8.5(b) or (c) and 8.7 below. In addition, neither the Company nor any of the Subsidiaries will contractually agree with any other creditor to provide such creditor a negative pledge, or other covenant similar to this Section 8.4.

Liens and Encumbrances; Negative Pledge. Neither the The Company nor will not, and will not permit any of the Subsidiaries will cause to, directly or indirectly, create, incur, assume or permit to exist, or agree or consent to cause or permit to exist in the future (upon the happening of a contingency or otherwise), ) any Lien on any property or asset of any kind of the Company or any of its propertySubsidiaries, whether now owned or hereafter acquired, to be subject to a lien or encumbrance except for: (a) liens Liens securing taxes, assessments or governmental charges or levies or the claims or demands of materialmen, mechanics, carriers, warehouses, landlords and other like persons in connection with such items permitted by Section 8.1 above; (b) liens Liens incurred or deposits made in the ordinary course of business in connection with worker's ’s compensation, unemployment insurance, social security and other like laws; (c) attachment, judgment and other similar liens Liens arising in connection with court proceedings in an aggregate amount less than of $1,000,0001,000,000 or less; (d) attachment, judgment or other similar liens arising in connection with court proceedings for the payment of money aggregating in excess of $1,000,000, but less than $10,000,000, provided that (i) fewer than 21 days have elapsed from the date of the filing of such lien or liens, or (ii) such lien or liens have been discharged in the full amount or the execution or other enforcement of such lien or liens are effectively stayed or bonded in full, and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (e) reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other similar title exceptions or encumbrances affecting real property, provided they do not materially interfere with its use in the ordinary conduct of the Company's ’s or its Subsidiary's ’s business; (fe) inchoate liens Liens arising under ERISA to secure the contingent liability of the Company or any of the Subsidiaries; and; (gf) the liens and encumbrances Liens (i) disclosed on Schedule 7.10 to this Agreement or made pursuant to the and (ii) in connection with any secured Indebtedness permitted by Section 8.5(b) below and operating lease rentals permitted by Sections 8.5(bSection 8.7 below; provided, however, that with respect to the Lien in existence as of the Closing Date listed on Schedule 7.10 as item number 26, such Lien (i) shall not secure any Indebtedness or other obligations (A) with an aggregate outstanding face amount in excess of $28,000,000 at any time or (B) representing more than $5,000,000 of aggregate exposure in respect of unperformed obligations of the Company and its Restricted Subsidiaries at any time and (ii) shall be terminated and discharged of record within 60 days of the Closing Date (it being understood that a failure to comply with either clause (i) or (cii) of this proviso shall constitute an immediate Event of Default hereunder). (g) Liens created by the Security Documents; (h) Liens on the Replacement Letters of Credit Collateral securing Indebtedness outstanding under any Replacement Letter of Credit Facility permitted by Section 8.5(d); provided, that such Liens shall be (a) limited to the Replacement Letter of Credit Collateral, and 8.7 below. In addition, neither shall not encumber any other assets or property of the Company nor or any Subsidiary and (b) subject to an intercreditor agreement in form and substance satisfactory to the Senior Administrative Agent and each of the Subsidiaries will contractually agree Required Lenders, in each case, in its sole reasonable discretion, in accordance with Section 1.4(g); and (i) the Liens on cash collateral deposited with Fifth Third Bank in connection with the letters of credit issued by Fifth Third Bank and outstanding on the Closing Date in an aggregate face amount not to exceed $280,000 at any other creditor time; provided, however, that such Liens and the accompanying cash collateral shall be released to provide the Company in connection with the termination and replacement of such creditor a negative pledge, or other covenant similar to this Section 8.4letters of credit with Letters of Credit hereunder within five (5) Business Days after the Closing Date.

Liens and Encumbrances; Negative Pledge. Neither the The Company nor will not, and will not permit any of the Subsidiaries will to, cause or permit or agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its property, whether now owned or hereafter acquired, to be subject to a lien or encumbrance except for: (a) liens securing taxes, assessments or governmental charges or levies or the claims or demands of materialmen, mechanics, carriers, warehouses, landlords and other like persons in connection with such items permitted by Section 8.1 above; (b) liens incurred or deposits made in the ordinary course of business in connection with worker's ’s compensation, unemployment insurance, social security and other like laws; (c) attachment, judgment and other similar liens arising in connection with court proceedings in an aggregate amount less than of $1,000,0001,000,000 or less; (d) attachment, judgment or other similar liens arising in connection with court proceedings for the payment of money aggregating in excess of $1,000,000, but less not greater than the lesser of (A) five percent (5%) of the Company’s Consolidated Tangible Net Worth or (B) $10,000,000, provided that (i) fewer than 21 10 days have elapsed from the date of the filing of such lien or liens, or (ii) such lien or liens have been discharged in the full amount or the execution or other enforcement of such lien or liens are is effectively stayed or bonded in full, and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (e) reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other similar title exceptions or encumbrances affecting real property, provided they do not materially interfere with its use in the ordinary conduct of the Company's ’s or its Subsidiary's ’s business; (f) inchoate liens arising under ERISA to secure the contingent liability of the Company or any of the Subsidiaries; and; (g) the liens and encumbrances disclosed on Schedule 7.10 to this Agreement or made pursuant to the in connection with any secured Indebtedness permitted by Section 8.5(b) below and operating lease rentals permitted by Sections 8.5(b) or (c) and Section 8.7 below; and (h) Liens created by the Security Documents. 9. In additionSection 8.5, neither the Company nor any “Indebtedness,” of the Subsidiaries will contractually agree with any other creditor Credit Agreement is hereby amended to provide such creditor a negative pledge, or other covenant similar to this Section 8.4.recite in its entirety as follows:

Liens and Encumbrances; Negative Pledge. Neither the Company nor any of the Subsidiaries will cause or permit or agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its property, whether now owned or hereafter acquired, to be subject to a lien or encumbrance except for: (a) liens securing taxes, assessments or governmental charges or levies or the claims or demands of materialmen, mechanics, carriers, warehouses, landlords and other like persons in connection with such items permitted by Section 8.1 above; (b) liens incurred or deposits made in the ordinary course of business in connection with worker's compensation, unemployment insurance, social security and other like laws; (c) attachment, judgment and other similar liens arising in connection with court proceedings in an aggregate amount less than $1,000,0001,000,000.00; (d) attachment, judgment or other similar liens arising in connection with court proceedings for the payment of money aggregating in excess of $1,000,0001,000,000.00, but less than $10,000,000, provided PROVIDED that (iaa) fewer than 21 days have elapsed from the date of the filing of such lien or liensjudgment entry, or (iibb) such lien or liens have been discharged in the full amount or the execution or other enforcement of such lien or liens are effectively stayed or bonded in full, and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (e) reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other similar title exceptions or encumbrances affecting real property, provided PROVIDED they do not materially interfere with its use in the ordinary conduct of the Company's or its Subsidiary's business; (f) inchoate liens arising under ERISA to secure the contingent liability of the Company or any of the Subsidiaries; and (g) the liens and encumbrances disclosed on Schedule SCHEDULE 7.10 to this Agreement or made pursuant to the Indebtedness borrowings and operating lease rentals permitted by Sections 8.5(b8.5(a) or (cb) and 8.7 below. In addition, neither the Company nor any of the Subsidiaries will contractually agree with any other creditor to provide such creditor a negative pledge, or other covenant similar to this Section 8.4.